Common use of Certain Matters Affecting Trustee Clause in Contracts

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or an Outside Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized authorized, or within the discretion or rights or powers conferred upon it it, by this Agreement; (ivv) The right prior to the occurrence of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyan Event of Default or an Outside Servicer Default, and after the curing of all Events of Default and all Outside Servicer Defaults that may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.15, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, and unless it first obtains the written consent of the Depositor; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to Special Servicer) or the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 or non-performance of such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon on any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or parties;matter stated in any such document. (iib) The Trustee may consult with counsel, and any the advice or Opinion opinion of Counsel counsel with respect to legal matters or relating to this Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion opinion of Counsel;such counsel. (iiic) 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 at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by which it believes to be authorized or within the discretion or its rights or powers conferred upon it by this Agreement;; provided, that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisehereunder.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or an Outside Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyan Event of Default or an Outside Servicer Default, and after the curing of all Events of Default and all Outside Servicer Defaults that may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to Special Servicer) or the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion written opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement;. (ive) The right Prior to the occurrence of a Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of any matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, bond, note or other than its negligence paper or willful misconduct document, unless requested in writing so to do by the Majority Holders; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of an investigation requested by the Holders is, in the opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require indemnity satisfactory to it against such act;cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Servicer, or, if paid by Trustee, shall be reimbursed by Servicer upon demand. Nothing in this clause (e) shall affect the obligation of Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; provided further, that Trustee shall be entitled to make such further inquiry or investigation into such facts or matter as it may reasonably see fit, and if Trustee shall determine to make such further inquiry or investigation it shall be entitled to examine the books and records of Servicer, personally or by agent or attorney, at the sole cost and expense of Servicer. (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, attorneys attorneys, nominees or custodiansa custodian, and shall not be liable for the acts of such agents, attorney, nominees or custodians except for (i) acts of ________ or any successor agent carrying out Trustee's obligations with respect to the preparation of Servicer Reports and (ii) acts of any other agent, attorney, nominee or custodian if (A) Trustee has not acted with due care in their appointment or (B) Seller has not consented to their appointment. (g) Trustee shall not be responsible required to make any initial or periodic examination of any documents or records related to the Receivables or Financed Vehicles for the purpose of establishing the presence or absence of defects, the compliance by Seller with its representations and warranties or for any misconduct other purpose. (h) Trustee shall not be construed to be a guarantor of the performance of Servicer, nor shall Trustee have any duty to monitor the performance of Servicer other than as expressly stated in this Agreement. (i) Trustee shall not be required to take notice or negligence on the part be deemed to have notice of any such agentServicer Termination Event hereunder, attorney except a Servicer Termination Event under Section 8.1(a)(i) or custodian appointed by the Trustee with care. Any such agents(ii), attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the unless Trustee shall be considered its "agent" hereunder whether performing it specifically notified in writing of such Servicer Termination Event by Servicer, Seller or any Holder. All notices or other instruments required by this Agreement to be delivered to Trustee shall be delivered at the Corporate Trust Office and, in the absence of such notice so delivered, Trustee may conclusively assume there is no Servicer Termination Event except as an independent contractor or otherwiseaforesaid.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon on any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or parties;matter stated in any such document. (iib) The Trustee may consult with counsel, and any the advice or Opinion opinion of Counsel counsel with respect to legal matters or relating to this Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion opinion of Counsel;such counsel. (iiic) 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 at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; however, nothing contained in this Agreement shall relieve the Trustee of its obligation, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of that person's own affairs. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by which it believes to be authorized or within the discretion or its rights or powers conferred upon it by this Agreement;; provided, that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisea custodian.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request may, in the absence of bad faith or require an Officer's Certificate; negligence on the Trustee may part of the Trustee, conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee, shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee, may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee, shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register. Whenever in the administration of the provisions of this Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of any such agentthe Trustee, attorney or custodian appointed be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee with care. Any and such agentscertificate, attorneys in the absence of negligence or custodians bad faith on the part of the Trustee, shall be entitled to all indemnities and protection afforded full warrant to the Trustee. Any designee Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisefaith thereof.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1:8.01. (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) Neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it certain functions as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement;. (ive) The right Prior to the occurrence of a Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of any matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, bond, note or other than its negligence paper or willful misconduct document, unless requested in writing so to do by the Majority Holders; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of an investigation requested by the Holders is, in the opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require indemnity satisfactory to it against such act;cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Servicer, or, if paid by Trustee, shall be reimbursed by Servicer upon demand. Nothing in this clause (e) shall affect the obligation of Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; provided further, that Trustee shall be entitled to make such further inquiry or investigation into such facts or matter as it may reasonably see fit, and if Trustee shall determine to make such further inquiry or investigation it shall be entitled to examine the books and records of Servicer, personally or by agent or attorney, at the sole cost and expense of Servicer. (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, attorneys attorneys, nominees or custodiansa custodian, and shall not be liable for the acts of such agents, attorney, nominees or custodians except for (i) acts of ________ or any successor agent carrying out Trustee’s obligations with respect to the preparation of Servicer Reports and (ii) acts of any other agent, attorney, nominee or custodian if (A) Trustee has not acted with due care in their appointment or (B) Seller has not consented to their appointment. (g) Trustee shall not be responsible required to make any initial or periodic examination of any documents or records related to the Receivables or Financed Vehicles for the purpose of establishing the presence or absence of defects, the compliance by Seller with its representations and warranties or for any misconduct other purpose. (h) Trustee shall not be construed to be a guarantor of the performance of Servicer, nor shall Trustee have any duty to monitor the performance of Servicer other than as expressly stated in this Agreement. (i) Trustee shall not be required to take notice or negligence on the part be deemed to have notice of any such agentServicer Termination Event hereunder, attorney except a Servicer Termination Event under Section 8.1(a)(i) or custodian appointed by the Trustee with care. Any such agents(ii), attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the unless Trustee shall be considered its "agent" hereunder whether performing it specifically notified in writing of such Servicer Termination Event by Servicer, Seller or any Holder. All notices or other instruments required by this Agreement to be delivered to Trustee shall be delivered at the Corporate Trust Office and, in the absence of such notice so delivered, Trustee may conclusively assume there is no Servicer Termination Event except as an independent contractor or otherwiseaforesaid.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1:Section (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 or non-performance of such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.1: (ia) Before acting or refraining from acting the The Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing to do so by the Holders of Certificates evidencing not less than 25% of the Voting Interests thereof; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity reasonably satisfactory to it against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. Nothing in this clause (b) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors. (e) The Trustee may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Trustee shall not be responsible for any misconduct or negligence of any such agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer. (f) Except as may be required by Section 10.1, subsequent to the sale of the Receivables by the Seller to the Trust, the Trustee shall have no duty of independent inquiry and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (g) The Trustee may conclusively rely, as to factual matters relating to the Seller or the Servicer, on an Officer's Certificate of the Seller or Servicer, respectively. (h) The Trustee shall not be personally liable for required to take any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by refrain from taking any action under this Agreement;, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) the law. (ivi) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act;. (vj) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.16.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, instruction, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document and any information contained therein believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties;parties including, but not limited to, reports and records required by Article III, (iib) The Trustee may consult with counsel, counsel and any advice or Opinion opinion of Counsel counsel rendered by counsel reasonably satisfactory to Transferor shall be full and complete authorization and protection in respect of any action taken or suffered permitted or omitted by it hereunder in good faith and in accordance with such advice or Opinion opinion of Counsel;counsel, (iiic) The Trustee (including in its role as Successor Servicer, if it ever acts in that capacity) 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 or other proceeding hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided that nothing contained herein shall relieve Trustee of the obligations, upon the occurrence and continuance of a Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs, (d) Trustee shall not be personally liable for any action taken, suffered permitted or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;, (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by the Required Investors; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in connection with making such investigation shall be, in the performance opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require reasonable indemnity from the Required Investors against such act;cost, expense, or liability as a condition to proceeding with the investigation. The reasonable expense of every examination shall be paid by Servicer or, if paid by Trustee, shall be reimbursed by Servicer upon demand or Transferor if Servicer fails to make such payment, (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, representatives, attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, representative, attorney or custodian appointed with due care by the it hereunder, (g) except as may be required by Sections 11.1(b) and 11.1(c)(v) hereof, Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Transferred Assets for the purpose of establishing the presence or absence of defects or for any other purpose, (h) whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to Trustee shall be considered its "agent" hereunder subject to the provisions of this section, (i) Trustee shall have no liability with respect to the acts or omissions of Servicer (except and to the extent Servicer is Trustee), including, but not limited to, acts or omissions in connection with: (A) the servicing, management or administration of the Receivables or the Related Transferred Assets, (B) calculations made by Servicer whether performing it or not reported to Trustee, and (C) deposits into or withdrawals from any Bank Accounts or Transaction Accounts established pursuant to the terms of this Agreement, and (j) in the event that Trustee is also acting as an independent contractor Paying Agent or otherwiseTransfer Agent and Registrar hereunder, the rights and protections afforded to Trustee pursuant to this Article XI shall also be afforded to Trustee acting as Paying Agent or as Transfer Agent and Registrar.

Certain Matters Affecting Trustee. (a) Except as otherwise provided in Section 8.120.01: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under the Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the Agreement or in relation to the Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; however, nothing contained in the Agreement shall relieve the Trustee of its obligation, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by the Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this the Agreement; (ivv) The right prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiving of all Events of Default that may have occurred, and the Trustee shall not be answerable for other than its negligence bound to make any investigation into the facts or willful misconduct matters stated in the performance of such act; (v) The Trustee shall not be required to give any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or surety other paper or document, unless requested in respect writing to do so by Holders of Class A Certificates and Class B Certificates evidencing not less than 25% of the execution Voting Interests thereof, voting together as a single class; provided, however, that if the payment within a reasonable time to the Trustee of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentscosts, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.expenses or

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselMonthly Servicing Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel and any advice or written Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;. (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed Except as a dutyexpressly provided herein, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing not less than its negligence 20% of the Voting Interests thereof; provided, however, that the Trustee may require reasonable indemnity against any cost, expense or willful misconduct in liability as a condition to so proceeding at the performance direction of such act;the Certificateholders. (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vif) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer. The Trustee may act upon the opinion or advice of accountants, engineers or such other professionals as the Trustee with deems necessary and selected by it in the exercise of reasonable care. Any such agents, attorneys or custodians and the Trustee may pay reasonable compensation and shall be entitled to all indemnities and protection afforded reimbursement hereunder for such compensation paid to the Trustee. Any designee such professionals, which fee shall be considered an expense of the Trustee to be paid pursuant to Section 5.06(d)(i). (g) Subsequent to the sale of the Receivables by the Seller to the Trust, the Trustee shall be considered its "agent" hereunder whether performing it as an have no duty of independent contractor or otherwiseinquiry, and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in this Agreement and the Servicing Agreement with respect to the Receivables.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request may, in the absence of bad faith or require an Officer's Certificate; negligence on the Trustee may part of the Trustee, conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee, may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee, shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, unless it first (i) obtains the written consent of the Depositor, which consent shall not be unreasonably withheld, and (ii) delivers to the Depositor an indemnity reasonably acceptable to the Depositor to cover any losses, liabilities, claims, damages, costs or expenses incurred by the Depositor by reason of such agent or attorney-in-fact failing to timely deliver an Annual Statement of Compliance, an Annual Assessment Report or an Annual Attestation Report, in each case as contemplated by Section 3.13 and/or Section 3.14, as applicable; (vii) the Trustee shall not be responsible for any misconduct act or omission of either Master Servicer, the Special Servicer (unless the Trustee is acting as a Master Servicer or as the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register. Whenever in the administration of the provisions of this Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of any such agentthe Trustee, attorney or custodian appointed be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee with care. Any and such agentscertificate, attorneys in the absence of negligence or custodians bad faith on the part of the Trustee, shall be entitled to all indemnities and protection afforded full warrant to the Trustee. Any designee Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisefaith thereof.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default, a Meriden Mall Event of Default or a Grace Building Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default, a Meriden Mall Event of Default or a Grace Building Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default, Meriden Mall Events of Default and Grace Building Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to Special Servicer) or the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall be under no obligation to take any action to enforce the rights of the Trust Fund under the applicable Swap Contract unless it is assured, in its sole discretion, that reasonable security and indemnity against the costs and expenses of such action(s) will be offered by the Swap Counterparty or any other party (other than the Trust Fund); the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1:8.01. (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor. (viii) Neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or an Outside Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized authorized, or within the discretion or rights or powers conferred upon it it, by this Agreement; (ivv) The right prior to the occurrence of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyan Event of Default or an Outside Servicer Default, and after the curing of all Events of Default and all Outside Servicer Defaults that may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.15, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Servicer or a Sub-Servicing Function Participant, unless it first (i) obtains the written consent of the Depositor, which consent shall not be unreasonably withheld, and (ii) delivers to the Depositor an indemnity reasonably acceptable to the Depositor to cover any losses, liabilities, claims, damages, costs or expenses incurred by the Depositor by reason of such agent or attorney-in-fact failing to timely deliver an Annual Statement of Compliance, an Annual Assessment Report or an Annual Attestation Report, in each case as contemplated by Section 3.13 and/or Section 3.14, as applicable; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to Special Servicer) or the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyan Event of Default, and after the curing of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to Special Servicer) or the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default or an Outside Servicer Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or an Outside Servicer Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default and all Outside Servicer Defaults which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, and unless it first obtains the written consent of the Depositor; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of a Master Servicer or the Special Servicer (unless the Trustee is acting as such Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinion(s) of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselMonthly Servicing Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel and any advice or written Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;. (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed Except as a dutyexpressly provided herein, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing not less than its negligence 20% of the Voting Interests thereof; provided, however, that the Trustee may require reasonable indemnity against any cost, expense or willful misconduct in liability as a condition to so proceeding at the performance direction of such act;the Certificateholders. (vf) The Trustee shall not be required Subject to give any bond or surety in respect of the execution of limitations herein, the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer. The Trustee may act upon the opinion or advice of accountants, engineers or such other professionals as the Trustee with deems necessary and selected by it in the exercise of reasonable care. Any such agents, attorneys or custodians and the Trustee may pay reasonable compensation and shall be entitled to all indemnities and protection afforded reimbursement hereunder for such compensation paid to the Trustee. Any designee such professionals, which fee shall be considered an expense of the Trustee to be paid pursuant to Section 5.06(d)(i). (g) Subsequent to the sale of the Receivables by the Seller to the Trust, the Trustee shall be considered its "agent" hereunder whether performing it as an have no duty of independent contractor or otherwiseinquiry, and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in this Agreement and the Servicing Agreement with respect to the Receivables.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request may, in the absence of bad faith or require an Officer's Certificate; negligence on the Trustee may part of the Trustee, conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee, shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee, may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee, shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or omission of the Master Servicer, the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register. Whenever in the administration of the provisions of this Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of any such agentthe Trustee, attorney or custodian appointed be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee with care. Any and such agentscertificate, attorneys in the absence of negligence or custodians bad faith on the part of the Trustee, shall be entitled to all indemnities and protection afforded full warrant to the Trustee. Any designee Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisefaith thereof.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.119.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely conclusively and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under the Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the Agreement or in relation to the Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby. (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this the Agreement;. (ivv) The right Prior to the occurrence of an Event of Default (or in the case of an Event of Default described in clause (i) of Section 18.1, before the Trustee has received notice of such Event of Default pursuant to perform any discretionary act enumerated in this Agreement shall not be construed as a dutySection 13.10(b)), and after the curing or waiving of all Events of Default that may have occurred, the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing so to do by the Surety Bond Issuer or by Holders of Certificates evidencing not less than its negligence 25% of the Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or willful misconduct liabilities likely to be incurred by it in the performance making of such act; investigation shall be, in the opinion of the Trustee, not assured to the Trustee by the security afforded to it by the terms of the Agreement, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding. The expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) The Trustee shall not be required to give any bond or surety in respect affect the obligation of the execution Servicer to observe any applicable law prohibiting disclosure of information regarding the Trust Fund created hereby or the powers granted hereunder; andObligors. (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under the Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vii) Subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee , on behalf of the Trust, the Trustee shall have no duty of independent inquiry, except as may be considered its "agent" hereunder whether performing it as an independent contractor or otherwiserequired by Section 19.1, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in the Agreement with respect to the Receivables and the Receivable Files.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement;. (ive) The right Prior to the occurrence of a Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of any matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, bond, note or other than its negligence paper or willful misconduct document, unless requested in writing so to do by the Majority Holders; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of an investigation requested by the Holders is, in the opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require indemnity satisfactory to it against such act;cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Servicer, or, if paid by Trustee, shall be reimbursed by Servicer upon demand. Nothing in this clause (e) shall affect the obligation of Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; provided further, that Trustee shall be entitled to make such further inquiry or investigation into such facts or matter as it may reasonably see fit, and if Trustee shall determine to make such further inquiry or investigation it shall be entitled to examine the books and records of Servicer, personally or by agent or attorney, at the sole cost and expense of Servicer. (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, attorneys attorneys, nominees or custodiansa custodian, and shall not be liable for the acts of such agents, attorney, nominees or custodians except for (i) acts of or any successor agent carrying out Trustee’s obligations with respect to the preparation of Servicer Reports and (ii) acts of any other agent, attorney, nominee or custodian if (A) Trustee has not acted with due care in their appointment or (B) Seller has not consented to their appointment. (g) Trustee shall not be responsible required to make any initial or periodic examination of any documents or records related to the Receivables or Financed Vehicles for the purpose of establishing the presence or absence of defects, the compliance by Seller with its representations and warranties or for any misconduct other purpose. (h) Trustee shall not be construed to be a guarantor of the performance of Servicer, nor shall Trustee have any duty to monitor the performance of Servicer other than as expressly stated in this Agreement. (i) Trustee shall not be required to take notice or negligence on the part be deemed to have notice of any such agentServicer Termination Event hereunder, attorney except a Servicer Termination Event under Section 8.1(a)(i) or custodian appointed by the Trustee with care. Any such agents(ii), attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the unless Trustee shall be considered its "agent" hereunder whether performing it specifically notified in writing of such Servicer Termination Event by Servicer, Seller or any Holder. All notices or other instruments required by this Agreement to be delivered to Trustee shall be delivered at the Corporate Trust Office and, in the absence of such notice so delivered, Trustee may conclusively assume there is no Servicer Termination Event except as an independent contractor or otherwiseaforesaid.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.16.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless in the Trustee's reasonable opinion, such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been waived or cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutywaiver or curing of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, 143 consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vvi) The the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and; (vivii) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, provided that the use of agents or attorneys or custodians, shall not be deemed to relieve the Trustee of any of its duties and obligations hereunder; and (viii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agentMaster Servicer, attorney the Special Servicer or custodian appointed by the REMIC Administrator (unless the Trustee with care. Any such agentsis acting as Master Servicer, attorneys Special Servicer or custodians shall be entitled to all indemnities and protection afforded to REMIC Administrator, as the Trustee. Any designee case may be) or of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accord with, any assignment of Receivables in Supplemental Accounts, the initial report, the monthly Servicer's certificate, the annual Servicer's certificate, the monthly payment instructions and notification to Trustee, the monthly Holder's statement, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Credit Enhancement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders or any Credit Enhancement Provider, pursuant to the provisions of this Agreement, unless such Holders or Credit Enhancement Provider shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been remedied or waived), to exercise such of the rights and powers vested in it by this Agreement and any Credit Enhancement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any assignment of Receivables as of the Cut Off Date or any Reassignment of Removed Receivables, the initial report, any daily Servicer's report, the monthly Servicer's certificate, the annual Servicer's certificate, the monthly payment instructions and notification to Trustee, the monthly Holder's statement, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Investor Certificates evidencing Undivided Interests aggregating more than its negligence or willful misconduct in 50% of the performance Investor Interest of any Series which could be adversely affected if Trustee does not perform such actacts; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian (including any Registrar or Paying Agent) appointed with due care by the it hereunder; and (g) except as may be required by subsection 11.1(a), Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Receivables or the Accounts for the purpose of establishing the Trustee shall be considered presence or absence of defects, the compliance by Transferor with its "agent" hereunder whether performing it as an independent contractor representations and warranties or otherwisefor any other purpose.

Certain Matters Affecting Trustee. Except as otherwise --------------------------------- provided in Section 8.1:11.1: ------------ (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, instruction, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document and any information contained therein reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties;parties including, but not limited to, reports and records required by Article III, ----------- (iib) The Trustee may consult with counsel, counsel and any advice or Opinion opinion of Counsel counsel rendered by counsel reasonably satisfactory to Transferor the Required Person shall be full and complete authorization and protection in respect of any action taken or suffered permitted or omitted by it hereunder in good faith and in accordance with such advice or Opinion opinion of Counsel;counsel, (iiic) The Trustee (including in its role as Successor Servicer, if it ever acts in that capacity) 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 or other proceeding hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided that nothing contained herein shall relieve Trustee of the obligations, upon the occurrence and continuance of a Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs, (d) Trustee shall not be personally liable for any action taken, suffered permitted or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;, (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by the Required Person; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in connection with making such investigation shall be, in the performance opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require reasonable indemnity from the Required Person against such act;cost, expense, or liability as a condition to proceeding with the investigation. The reasonable expense of every examination shall be paid by Servicer or, if paid by Trustee, shall be reimbursed by Servicer upon demand or Transferor if Servicer fails to make such payment, (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, representatives, attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, representative, attorney or custodian appointed with due care by the it hereunder, (g) except as may be required by Sections 11.1(b) and 11.1(c)(v) hereof, ---------------- ---------- Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Transferred Assets for the purpose of establishing the presence or absence of defects or for any other purpose, (h) whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to Trustee shall be considered its "agent" hereunder subject to the provisions of this section, (i) Trustee shall have no liability with respect to the acts or omissions of Servicer or the Verification Company (except and to the extent Servicer is Trustee), including, but not limited to, acts or omissions in connection with: (A) the servicing, management, administration or verification of the Receivables or the Related Transferred Assets, (B) calculations made by Servicer or the Verification Company whether performing it or not reported to Trustee, and (C) deposits into or withdrawals from Transaction Accounts established pursuant to the terms of this Agreement, and (j) in the event that Trustee is also acting as an independent contractor Paying Agent or otherwiseTransfer Agent and Registrar hereunder, the rights and protections afforded to Trustee pursuant to this Article XI shall also be afforded to Trustee acting as Paying ---------- Agent or as Transfer Agent and Registrar.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default or an Outside Servicer Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or an Outside Servicer Default hereunder and after the curing of all Events of Default and all Outside Servicer Defaults which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee to perform any discretionary act enumerated in this Agreement 255 shall not be construed bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of condition to taking any such actaction; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, and unless it first obtains the written consent of the Depositor; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of a Master Servicer or the Special Servicer (unless the Trustee is acting as such Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinion(s) of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder the Trustee under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders or the Certificate Insurer pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer shall have offered to the Trustee reasonable (in the Trustee's judgement) security or indemnity against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (iv) The right Prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiving of all Events of Default that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document (other than for its negligence duties pursuant to Section 2.8), unless requested in writing to do so by the Certificate Insurer, the Depositor or willful misconduct Holders of Class A Certificates evidencing not less than 25% of the Class A Certificate Balance or, after the Class A Certificates have been paid in full and either (A) all outstanding Reimbursement Obligations and other amounts due to the Certificate Insurer have been paid in full or (B) an Insurer Default shall have occurred and be continuing, the Holders of Class B Certificates evidencing not less that 25% of the Class B Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of such act;investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. Nothing in this clause (iv) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors. (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vi) Except as may be required by Sections 2.8 and 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (vii) The Trustee may rely, and shall be considered its "agent" hereunder whether performing it fully protected in so relying, as to factual matters relating to the Depositor or the Servicer, on an independent contractor Officer's Certificate of the Depositor or otherwiseServicer, respectively. (viii) The Trustee shall not be required to take any action or refrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care; provided that the Trustee (or Custodian) shall not A. (or any other custodian or agent appointed at the direction of the Servicer) as sub-custodian. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it certain functions as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;; 104 (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.119.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon on any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or parties;matter stated in any such document. (iib) The Trustee may consult with counsel, and any the advice or Opinion opinion of Counsel counsel with respect to legal matters or relating to the Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it hereunder under the Agreement in good faith and in accordance with such advice or Opinion opinion of Counsel;such counsel. (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the Agreement at the request, order or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by which it believes to be authorized or within the discretion or its rights or powers conferred upon it by this the Agreement;; provided that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisehereunder.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document 60 66 believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement;. (ive) The right Prior to the occurrence of a Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of any matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, bond, note or other than its negligence paper or willful misconduct document, unless requested in writing so to do by the Majority Holders; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of an investigation requested by the Holders is, in the opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require indemnity satisfactory to it against such act;cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Servicer, or, if paid by Trustee, shall be reimbursed by Servicer upon demand. Nothing in this clause (e) shall affect the obligation of Servicer to observe any 61 67 applicable law prohibiting disclosure of information regarding the Obligors; provided further, that Trustee shall be entitled to make such further inquiry or investigation into such facts or matter as it may reasonably see fit, and if Trustee shall determine to make such further inquiry or investigation it shall be entitled to examine the books and records of Servicer, personally or by agent or attorney, at the sole cost and expense of Servicer. (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, attorneys attorneys, nominees or custodiansa custodian, and shall not be liable for the acts of such agents, attorney, nominees or custodians except for (i) acts of ________ or any successor agent carrying out Trustee's obligations with respect to the preparation of Servicer Reports and (ii) acts of any other agent, attorney, nominee or custodian if (A) Trustee has not acted with due care in their appointment or (B) Seller has not consented to their appointment. (g) Trustee shall not be responsible required to make any initial or periodic examination of any documents or records related to the Receivables or Financed Vehicles for the purpose of establishing the presence or absence of defects, the compliance by Seller with its representations and warranties or for any misconduct other purpose. (h) Trustee shall not be construed to be a guarantor of the performance of Servicer, nor shall Trustee have any duty to monitor the performance of Servicer other than as expressly stated in this Agreement. (i) Trustee shall not be required to take notice or negligence on the part be deemed to have notice of any such agentServicer Termination Event hereunder, attorney except a Servicer Termination Event under Section 8.1(a)(i), or custodian appointed by the Trustee with care. Any such agents(ii), attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the unless Trustee shall be considered its "agent" hereunder whether performing it specifically notified in writing of such Servicer Termination Event by Servicer, Seller or any Holder. All notices or other instruments required by this Agreement to be delivered to Trustee shall be delivered at the Corporate Trust Office and, in the absence of such notice so delivered, Trustee may conclusively assume there is no Servicer Termination Event except as an independent contractor or otherwiseaforesaid.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's ’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.1: (ia) Before acting or refraining from acting the The Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicing Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Trustee may consult with counsel, and any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such written advice of counsel or Opinion of Counsel; (c) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of a Servicer Termination Event (that shall not have been cured or waived), exercise the rights and powers vested in it by this Agreement with reasonable care and skill; (d) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates evidencing not less than [ ]% of the Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity satisfactory to it against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand, unless a Servicer Termination Event shall have occurred and is continuing, in which case to the extent such investigation is related to the Servicer Termination Event, such reasonable expenses shall be paid by the Servicer; provided, however, if Triad shall no longer be the Servicer, such expenses shall be paid by the requesting party. Nothing in this clause (d) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (e) The Trustee may execute any of the trusts or powers hereunder or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian. The Trustee shall not be responsible for any misconduct or negligence of any such agent or attorney appointed with due care by it hereunder. The Trustee shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicer; (f) The Trustee may conclusively rely, as to factual matters relating to the Seller or the Servicer, on an Officer's Certificate of the Seller or Servicer, respectively; (g) The Trustee shall not be required to take any action or refrain from taking any action under this Agreement, or any Related Documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law; and (h) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be under any obligation to take any action to enforce the rights of the Trust Fund under the Swap Agreements unless it expects, in its sole discretion, that the costs and expenses of such action(s) will be reimbursed by the Swap Counterparty or any other party or it has received an indemnity or assurance of payment satisfactory to the Trustee from the Holders of Class A-MFL and Class A-JFL Certificates except as provided in Section 10.01, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise --------------------------------- provided in Section 8.19.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicing Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Trustee may consult with counsel, counsel and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in the Agreement 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 any such act; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of a Master Servicer Termination Event (that shall not have been remedied or waived), to exercise such of the rights and powers vested in it by this Agreement and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs or to act as Master Servicer hereunder; (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right Prior to the occurrence of a Master Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiver of all Master Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Insurer or Holders of Certificates of any Class affected thereby, evidencing, as to such Class, Percentage Interests aggregating not less than its negligence 33 1/3%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or willful misconduct liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee investigation shall not be required to give any bond or surety be, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Trust, to be withdrawn from the Collection Account. Nothing in this clause (e) shall affect the obligation of the Trust Fund created hereby or Master Servicer to observe any applicable law prohibiting disclosure of information regarding the powers granted hereunderObligors; and (vif) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agentsAffiliates, agents or attorneys or custodians, and a custodian. Such delegation shall not relieve the Trustee of its liabilities and responsibilities hereunder and shall not be responsible for any misconduct or negligence on constitute a resignation with the part meaning of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee Section 9.7 of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisethis Agreement.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.Depositor; and

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters 189 arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and 190 (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in the second paragraph of Section 8.19.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders or the Certificate Insurer pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer shall have offered to the Trustee reasonable security or indemnity in form and substance reasonably satisfactory to the Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required bound to give make any bond investigation into the facts or surety matters stated in respect any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document (other than for its duties pursuant to Section 2.7), unless requested in writing to do so by the Certificate Insurer, the Depositor or Holders of Class A Certificates evidencing not less than 25% of the execution Class A Certificate Balance or, after the Class A Certificates have been paid in full and either (A) all outstanding Reimbursement Obligations and other amounts due to the Certificate Insurer have been paid in full or (B) an Insurer Default shall have occurred and be continuing, 105 the Holders of Class B Certificates evidencing not less that 25% of the Trust Fund created hereby Class B Certificate Balance; PROVIDED, HOWEVER, that if the payment within a reasonable time to the Trustee of the costs, expenses, or liabilities likely to be incurred by it in the powers granted hereunder; andmaking of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity in form and substance satisfactory to it against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. (viv) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder, or of any agent or custodian of the Servicer in its capacity as Servicer or custodian or otherwise. (vi) Except as may be expressly required by Sections 2.7 and 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (vii) The Trustee may rely, as to factual matters relating to the Depositor or the Servicer, on an Officer's Certificate of the Depositor or Servicer, respectively. (viii) The Trustee shall not be considered its "agent" hereunder whether performing it as an independent contractor required to take any action or otherwiserefrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law.

Certain Matters Affecting Trustee. Except as otherwise --------------------------------- provided in Section 8.19.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicing Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The Trustee may consult with counsel, counsel and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in the Agreement 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 any such act; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of a Master Servicer Termination Event (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs or to act as Master Servicer hereunder; (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right Prior to the occurrence of a Master Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiver of all Master Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Insurer or Holders of Certificates of any Class affected thereby, evidencing, as to such Class, Percentage Interests aggregating not less than its negligence 33 1/3%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or willful misconduct liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee investigation shall not be required to give any bond or surety be, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Trust, to be withdrawn from the Collection Account. Nothing in this clause (e) shall affect the obligation of the Trust Fund created hereby or Master Servicer to observe any applicable law prohibiting disclosure of information regarding the powers granted hereunderObligors; and (vif) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agentsAffiliates, agents or attorneys or custodians, and a custodian. Such delegation shall not relieve the Trustee of its liabilities and responsibilities hereunder and shall not be responsible for any misconduct or negligence on constitute a resignation with the part meaning of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee Section 9.7 of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisethis Agreement.

Certain Matters Affecting Trustee. Except as otherwise provided in the second paragraph of Section 8.19.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders or the Certificate Insurer pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer shall have offered to the Trustee reasonable security or indemnity in form and substance reasonably satisfactory to the Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required bound to give make any bond investigation into the facts or surety matters stated in respect any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document (other than for its duties pursuant to Section 2.7), unless requested in writing to do so by the Certificate Insurer, the Depositor or Holders of Class A Certificates evidencing not less than 25% of the execution Class A Certificate Balance; PROVIDED, HOWEVER, that, if the payment within a reasonable time to the Trustee of the Trust Fund created hereby costs, expenses, or liabilities likely to be incurred by it in the powers granted hereunder; andmaking of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity in form and substance satisfactory to it against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. (viv) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder, or of any agent or custodian of the Servicer in its capacity as Servicer or custodian or otherwise. (vi) Except as may be expressly required by Sections 2.7 and 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (vii) The Trustee may rely, as to factual matters relating to the Depositor or the Servicer, on an Officer's Certificate of the Depositor or Servicer, respectively. (viii) The Trustee shall not be considered its "agent" hereunder whether performing it as an independent contractor required to take any action or otherwiserefrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement;. (ive) The right Prior to the occurrence of a Servicer Termination Event and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Servicer Termination Events that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of any matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, bond, note or other than its negligence paper or willful misconduct document, unless requested in writing so to do by the Majority Holders; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of an investigation requested by the Holders is, in the opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require indemnity satisfactory to it against such act;cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Servicer, or, if paid by Trustee, shall be reimbursed by Servicer upon demand. Nothing in this clause (e) shall affect the obligation of Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; provided further, that Trustee shall be entitled to make such further inquiry or investigation into such facts or matter as it may reasonably see fit, and if Trustee shall determine to make such further inquiry or investigation it shall be entitled to examine the books and records of Servicer or Seller, personally or by agent or attorney, at the sole cost and expense of Servicer or Seller, as the case may be. (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, attorneys attorneys, nominees or custodiansa custodian, and shall not be liable for the acts of such agents, attorney, nominees or custodians except for (i) acts of ____________ or any successor agent carrying out Trustee's obligations with respect to the preparation of Servicer Reports and (ii) acts of any other agent, attorney, nominee or custodian if (A) Trustee has not acted with due care in their appointment or (B) Seller has not consented to their appointment. (g) Trustee shall not be responsible required to make any initial or periodic examination of any documents or records related to the Receivables or Financed Vehicles for the purpose of establishing the presence or absence 77 of defects, the compliance by Seller with its representations and warranties or for any misconduct other purpose. (h) Trustee shall not be construed to be a guarantor of the performance of Servicer, nor shall Trustee have any duty to monitor the performance of Servicer other than as expressly stated in this Agreement. (i) Trustee shall not be required to take notice or negligence on the part be deemed to have notice of any such agentServicer Termination Event hereunder, attorney except a Servicer Termination Event under Section 8.1(a)(i) or custodian appointed by the Trustee with care. Any such agents(ii), attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the unless Trustee shall be considered its "agent" hereunder whether performing it specifically notified in writing of such Servicer Termination Event by Servicer, Seller or any Holder. All notices or other instruments required by this Agreement to be delivered to Trustee shall be delivered at the Corporate Trust Office and, in the absence of such notice so delivered, Trustee may conclusively assume there is no Servicer Termination Event except as an independent contractor or otherwiseaforesaid.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1SECTION 8.01 and ARTICLE X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in SECTION 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in SECTION 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in SECTION 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; PROVIDED, HOWEVER, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; PROVIDED, HOWEVER, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this 224 Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, and unless it first obtains the written consent of the Depositor; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinion(s) of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) Neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or written Opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iiic) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accord with, any assignment of Receivables in Supplemental Accounts, the initial report, the monthly Servicer's certificate, the annual Servicer's certificate, the monthly payment instructions and notification to Trustee, the monthly Holder's statement, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Credit Enhancement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders or any Credit Enhancement Provider, pursuant to the provisions of this Agreement, unless such Holders or Credit Enhancement Provider shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement and any Credit Enhancement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any assignment of Receivables in Accounts as of the Cut Off Date or any Reassignment of Removed Accounts, the initial report, any daily Servicer's report, the monthly Servicer's certificate, the annual Servicer's certificate, the monthly payment instructions and notification to Trustee, the monthly Holder's statement, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Investor Certificates evidencing Undivided Interests aggregating more than its negligence or willful misconduct in 50% of the performance Investor Interest of any Series which could be adversely affected if Trustee does not perform such actacts; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian (including any Registrar or Paying Agent) appointed with due care by the it hereunder; and (g) except as may be required by subsection 11.1(a), Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Receivables or the Accounts for the purpose of establishing the Trustee shall be considered presence or absence of defects, the compliance by Transferor with its "agent" hereunder whether performing it as an independent contractor representations and warranties or otherwisefor any other purpose.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.1: (ia) Before acting or refraining from acting the The Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (iib) The Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;. (iiic) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (ivd) The right Prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiving of all Events of Default that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing to do so by the Holders of Certificates evidencing not less than its negligence 25% of the Voting Interests thereof; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or willful misconduct liabilities likely to be incurred by it in the performance making of such act;investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity reasonably satisfactory to it against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. Nothing in this clause (b) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors. (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer. (f) Except as may be required by Section 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Seller to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (g) The Trustee may conclusively rely, as to factual matters relating to the Seller or the Servicer, on an Officer's Certificate of the Seller or Servicer, respectively. (h) The Trustee shall not be considered its "agent" hereunder whether performing it as an independent contractor required to take any action or otherwiserefrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) the law.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely on and shall be protected in acting on, or in refraining from acting upon in accord with, any assignment of Receivables in Supplemental Accounts, the initial report, the monthly Servicer's certificate, the annual Servicer's certificate, the monthly payment instructions and notification to the Trustee, the monthly Holder's statement, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) The the Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Credit Enhancement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders or any Credit Enhancement Provider, pursuant to the provisions of this Agreement, unless such Holders or Credit Enhancement Provider shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been remedied or waived), to exercise such of the rights and powers vested in it by this Agreement and any Credit Enhancement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any assignment of Receivables as of the Initial Closing Date, the initial report, any daily Servicer's report, the monthly Servicer's certificate, the annual Servicer's certificate, the monthly payment instructions and notification to the Trustee, the monthly Holder's statement, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless offered reasonable security or indemnity against the costs, expenses and liabilities which may be incurred thereby and requested in writing so to do by Holders of Investor Certificates evidencing Undivided Interests aggregating more than its negligence or willful misconduct in 50% of the performance Investor Interest of any Series which could be adversely affected if the Trustee does not perform such actacts; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for (i) any misconduct or negligence on the part of any such agent, attorney or custodian (including any Registrar or Paying Agent) appointed with due care by it hereunder or (ii) the Trustee with care. Any such supervision of those agents, attorneys attorneys, custodians, or custodians shall nominees appointed with due care; and (g) except as may be entitled to all indemnities and protection afforded to the Trustee. Any designee of required by subsection 11.1(a), the Trustee shall not be considered required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its "agent" hereunder whether performing it as an independent contractor representations and warranties or otherwisefor any other purpose.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;; 100 (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee, shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) The Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the 254 Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee, of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee, may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee, shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and the omissions hereunder; (g) The Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before Trustee may conclusively rely on and shall be fully protected in acting on, or in refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon accord with, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties. The Trustee need not investigate any fact or matter stated in the document; (iib) The Trustee may consult with counselcounsel selected by it, and any advice of such counsel, or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or thereunder or in relation to this Agreement or any Enhancement Agreement, at the request, order or direction of any of the Holders, pursuant to the provisions of this Agreement or any Enhancement Agreement, unless such Holders shall have offered to Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured) to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Investor Certificates evidencing more than its negligence or willful misconduct in 25% of the performance aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such actmatters that do not relate to all Series, 25% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such matters relate); (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, attorneys custodians or custodiansnominees, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney attorney, custodian or custodian nominee appointed with due care by it hereunder; (g) except as may be required by SECTION 11.1(a), Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by Transferor with its representations and warranties or for any other purpose; (h) Money held by the Trustee with carein trust hereunder need not be segregated from other funds except to the extent required by law. Any such agents, attorneys or custodians The Trustee shall be entitled under no liability for interest on any money received by it hereunder; (i) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to all indemnities take in good faith in reliance on such Officers' Certificate or Opinion of Counsel; (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and protection duties hereunder; (k) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Transferor or the Servicer; (l) The permissive rights of the Trustee to do things enumerated in this Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default; and (m) In the event that the Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Trustee. Any designee of the Trustee pursuant to this Article XI shall also be considered its "agent" hereunder whether performing it as an independent contractor afforded to such Paying Agent or otherwiseTransfer Agent or Registrar.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.119.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon on any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or parties;matter stated in any such document. (iib) The Trustee may consult with counsel, and any the advice or Opinion opinion of Counsel counsel with respect to legal matters or relating to the Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it hereunder under the Agreement in good faith and in accordance with such advice or Opinion opinion of Counsel;such counsel. (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the Agreement at the request, order or direction of the Certificate Insurer or any of the Certificateholders pursuant to the provisions of the Agreement, unless the Certificate Insurer or such Certificateholders, as the case may be, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by which it believes to be authorized or within the discretion or its rights or powers conferred upon it by this the Agreement;; provided, that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisehereunder.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless, in the case of the Trustee, the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.19.2: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon upon, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, counsel knowledgeable in the area and any advice or Opinion opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion written opinion of Counsel;Counsel a copy of which shall be provided to Seller and Servicer. (iii) 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 in relation to this Agreement, at the request, order or direction of any of the Holders pursuant to the provisions of this Agreement, unless such Holders shall have offered to Trustee security or indemnity satisfactory to Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby. Nothing contained in this Agreement, however, shall relieve Trustee of the obligations, upon the occurrence of a Servicer Termination Event that is not timely cured or waived pursuant to Section 8.5, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided that if Trustee assumes the duties of Servicer pursuant to Section 8.2, Trustee in performing such duties shall use the degree of skill and attention required by Section 3.1. (iv) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or discretion, rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, instruction, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document and any information contained therein believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties;parties including, but not limited to, reports and records required by Article III, (iib) The Trustee may consult with counsel, counsel and any advice or Opinion opinion of Counsel counsel rendered by counsel reasonably satisfactory to Transferor shall be full and complete authorization and protection in respect of any action taken or suffered permitted or omitted by it hereunder in good faith and in accordance with such advice or Opinion opinion of Counsel;counsel, (iiic) The Trustee (including in its role as Successor Servicer, if it ever acts in that capacity) 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 or other proceeding hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, the Purchasers or any Agent, pursuant to the provisions of this Agreement, unless such Certificateholders, the Purchasers or Agent shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided that nothing contained herein shall relieve Trustee of the obligations, upon the occurrence and continuance of a Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs, (d) Trustee shall not be personally liable for any action taken, suffered permitted or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;, (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by the Required Investors; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or liabilities likely to be incurred by it in connection with making such investigation shall be, in the performance opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require reasonable indemnity against such act;cost, expense, or liability as a condition to proceeding with the investigation. The reasonable expense of every examination shall be paid by Servicer or, if paid by Trustee, shall be reimbursed by Servicer upon demand, (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, representatives, attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, representative, attorney or custodian appointed with due care by the it hereunder, (g) except as may be required by Section 11.1(b) hereof, Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Transferred Assets for the purpose of establishing the presence or absence of defects or for any other purpose, (h) whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to Trustee shall be considered its "agent" hereunder subject to the provisions of this section, (i) Trustee shall have no liability with respect to the acts or omissions of Servicer (except and to the extent Servicer is Trustee), including, but not limited to, acts or omissions in connection with: (A) the servicing, management or administration of the Receivables or the Related Transferred Assets, (B) calculations made by Servicer whether performing it or not reported to Trustee, and (C) deposits into or withdrawals from any Bank Accounts or Transaction Accounts established pursuant to the terms of this Agreement, and (j) in the event that Trustee is also acting as an independent contractor Paying Agent or otherwiseTransfer Agent and Registrar hereunder, the rights and protections afforded to Trustee pursuant to this Article XI shall also be afforded to Trustee acting as Paying Agent or as Transfer Agent and Registrar.

Certain Matters Affecting Trustee. Except as otherwise --------------------------------- provided in Section 8.1:10.01: ------------- (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, opinion of counselwritten notice from a Servicing Officer, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) 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 hereunder or in relation hereto, at the request, order or direction of the Certificateholders, pursuant to the provisions of this Agreement, unless the Certificateholders shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve Trustee of the obligations, upon the occurrence of any Servicer Default which is continuing to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing so to do by Bond Insurer or the performance of such actMajority Certificateholders; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder, provided that Trustee may not delegate any material duties as Trustee hereunder without the written consent of the Controlling Party; (g) except as expressly required under the Principal Agreements, Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Trust Assets for the purpose of establishing the presence or absence of defects, the compliance by Seller or Servicer with care. Any their representations and warranties or for any other purpose; and (h) whenever in the administration of the provisions of this Agreement Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action to be taken hereunder, such agentsmatter (unless other evidence in respect thereof be herein specifically prescribed) may, attorneys in the absence of negligence or custodians bad faith on the part of Trustee, be deemed to be conclusively proved and established by an Officer's Certificate or written notice of a Servicing Officer, and such Officer's Certificate or written notice of a Servicing Officer, in the absence of negligence or bad faith on the part of Trustee, shall be entitled full warrant to all indemnities and protection afforded to Trustee for any action taken, suffered or omitted by it under the Trustee. Any designee provisions of this Agreement upon the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisefaith thereof.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders or the [Credit Enhancer] pursuant to the provisions of this Agreement, unless such Certificateholders or the [Credit Enhancer] shall have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iv) The right Prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiving of all Events of Default that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document (other than for its negligence duties pursuant to Section 2.8), unless requested in writing to do so by the [Credit Enhancer] or willful misconduct Holders of Class A Certificates evidencing not less than [ ]% of the Class A Certificate Balance or, after the Class A Certificates have been paid in full and either (A) all outstanding Reimbursement Obligations and other amounts due to the [Credit Enhancer] have been paid in full or (B) an [Enhancement Default] shall have occurred and be continuing, the Holders of Class B Certificates evidencing not less that [ ]% of the Class B Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of such act;investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. Nothing in this clause (iv) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors. (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vi) Except as may be required by Sections 2.8 and 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Seller to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry, and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (vii) The Trustee may rely, as to factual matters relating to the Seller or the Servicer, on an Officer's Certificate of the Seller or Servicer, respectively. (viii) The Trustee shall not be considered its "agent" hereunder whether performing it as an independent contractor required to take any action or otherwiserefrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.115.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely conclusively and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) 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 in relation to this Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby. (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;. (ivv) The right Prior to the occurrence of an Event of Default (or in the case of an Event of Default described in clause (i) of Section 14.1, before the Trustee has received notice of such Event of Default pursuant to perform any discretionary act enumerated in this Agreement shall not be construed as a dutySection 9.10(b)), and after the curing or waiving of all Events of Default that may have occurred, the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing so to do by the Surety Bond Issuer or by Holders of Certificates evidencing not less than its negligence 25% of the Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or willful misconduct liabilities likely to be incurred by it in the performance making of such act; investigation shall be, in the opinion of the Trustee, not assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding. The expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) The Trustee shall not be required to give any bond or surety in respect affect the obligation of the execution Servicer to observe any applicable law prohibiting disclosure of information regarding the Trust Fund created hereby or the powers granted hereunder; andObligors. (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vii) Subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee , on behalf of the Trust, the Trustee shall have no duty of independent inquiry, except as may be considered its "agent" hereunder whether performing it as an independent contractor or otherwiserequired by Section 15.1, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, ________ however, that if the payment within a reasonable time to the Trustee of _______ the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.120.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under the Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct, or defend any litigation under the Agreement or in relation to the Agreement, at the request, order, or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in the Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by the Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this the Agreement;. (ivv) The right Prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiving of all Events of Default that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing so to do by Holders of Class A Certificates evidencing not less than its negligence 25% of the Class A Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or willful misconduct liabilities likely to be incurred by it in the performance making of such act; investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of the Agreement, the Trustee may require reasonable indemnity against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) The Trustee shall not be required to give any bond or surety in respect affect the obligation of the execution Servicer to observe any applicable law prohibiting disclosure of information regarding the Trust Fund created hereby or the powers granted hereunder; andObligors. (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under the Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vii) Subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Seller to the Trustee. Any designee of , the Trustee shall have no duty of independent inquiry, except as may be considered its "agent" hereunder whether performing it as an independent contractor or otherwiserequired by Section 20.1, and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in the Agree- ment with respect to the Receivables and the Receivable Files.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.110.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder the Trustee under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders or the [Credit Enhancer] pursuant to the provisions of this Agreement, unless such Certificateholders or the [Credit Enhancer] shall have offered to the Trustee reasonable (in the Trustee's judgment) security or indemnity against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (iv) The right Prior to the occurrence of an Event of Default and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring or waiving of all Events of Default that may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document (other than for its negligence duties pursuant to Section 2.8), unless requested in writing to do so by the [Credit Enhancer] or willful misconduct Holders of Class A Certificates evidencing not less than [ ]% of the Class A Certificate Balance or, after the Class A Certificates have been paid in full and either (A) all outstanding Reimbursement Obligations and other amounts due to the [Credit Enhancer] have been paid in full or (B) an [Enhancement Default] shall have occurred and be continuing, the Holders of Class B Certificates evidencing not less that [ ]% of the Class B Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses, or liabilities likely to be incurred by it in the performance making of such act;investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. Nothing in this clause (iv) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors. (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vi) Except as may be required by Sections 2.8 and 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Seller to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry, and the Trustee may rely upon the representations and warranties and covenants of the Seller and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (vii) The Trustee may rely, and shall be considered its "agent" hereunder whether performing it fully protected in so relying, as to factual matters relating to the Seller or the Servicer, on an independent contractor Officer's Certificate of the Seller or otherwiseServicer, respectively. (viii) The Trustee shall not be required to take any action or refrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act;; 102 (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.1:8.01 and Article X. (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) Neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default or an Outside Servicer Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or an Outside Servicer Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default and all Outside Servicer Defaults which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, unless it first (i) obtains the written consent of the Depositor, which consent shall not be unreasonably withheld, and (ii) delivers to the Depositor an indemnity reasonably acceptable to the Depositor to cover any losses, liabilities, claims, damages, costs or expenses incurred by the Depositor by reason of such agent or attorney-in-fact failing to timely deliver an Annual Statement of Compliance, an Annual Assessment Report or an Annual Attestation Report, in each case as contemplated by Section 3.13 and/or Section 3.14, as applicable; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinion(s) of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request may, in the absence of bad faith or require an Officer's Certificate; negligence on the Trustee may part of the Trustee, conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee, shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee, may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee, shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, unless it first (i) obtains the written consent of the Depositor, which consent shall not be unreasonably withheld, and (ii) delivers to the Depositor an indemnity reasonably acceptable to the Depositor to cover any losses, liabilities, claims, damages, costs or expenses incurred by the Depositor by reason of such agent or attorney-in-fact failing to timely deliver an Annual Statement of Compliance, an Annual Assessment Report or an Annual Attestation Report, in each case as contemplated by Section 3.13 and/or Section 3.14, as applicable; (vii) the Trustee shall not be responsible for any misconduct act or omission of the Master Servicer, the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register. Whenever in the administration of the provisions of this Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of any such agentthe Trustee, attorney or custodian appointed be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee with care. Any and such agentscertificate, attorneys in the absence of negligence or custodians bad faith on the part of the Trustee, shall be entitled to all indemnities and protection afforded full warrant to the Trustee. Any designee Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisefaith thereof.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request may, in the absence of bad faith or require an Officer's Certificate; negligence on the Trustee may part of the Trustee, conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee, may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee, shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder and provided, further, that, unless and until the Trustee has filed a Form 15 with respect to the Trust in accordance with Section 8.16, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, unless it first (i) obtains the written consent of the Depositor, which consent shall not be unreasonably withheld, and (ii) delivers to the Depositor an indemnity reasonably acceptable to the Depositor to cover any losses, liabilities, claims, damages, costs or expenses incurred by the Depositor by reason of such agent or attorney-in-fact failing to timely deliver an Annual Statement of Compliance, an Annual Assessment Report or an Annual Attestation Report, in each case as contemplated by Section 3.13 and/or Section 3.14, as applicable; (vii) the Trustee shall not be responsible for any misconduct act or omission of either Master Servicer, the Special Servicer (unless the Trustee is acting as a Master Servicer or as the Special Servicer) or the Depositor or any party to the XX Xxxxxx Series 2006-LDP8 Pooling and Servicing Agreement; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register. Whenever in the administration of the provisions of this Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of any such agentthe Trustee, attorney or custodian appointed be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee with care. Any and such agentscertificate, attorneys in the absence of negligence or custodians bad faith on the part of the Trustee, shall be entitled to all indemnities and protection afforded full warrant to the Trustee. Any designee Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisefaith thereof.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, 192 however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before Trustee may conclusively rely on and shall be fully protected in acting on, or in refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon accord with, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties. The Trustee need not investigate any fact or matter stated in the document; (iib) The Trustee may consult with counselcounsel selected by it, and any advice of such counsel, or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or thereunder or in relation to this Agreement or any Enhancement Agreement, at the request, order or direction of any of the Holders, pursuant to the provisions of this Agreement or any Enhancement Agreement, unless such Holders shall have offered to Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured) to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Investor Certificates evidencing more than its negligence or willful misconduct in 25% of the performance aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such actmatters that do not relate to all Series, 25% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such matters relate); (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, attorneys custodians or custodiansnominees, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney attorney, custodian or custodian nominee appointed with due care by it hereunder; (g) except as may be required by SECTION 11.1(a), Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by Transferor with its representations and warranties or for any other purpose; (h) Money held by the Trustee with carein trust hereunder need not be segregated from other funds except to the extent required by law. Any such agents, attorneys or custodians The Trustee shall be entitled under no liability for interest on any money received by it hereunder; (i) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to all indemnities take in good faith in reliance on such Officers' Certificate or Opinion of Counsel; (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and protection duties hereunder; (k) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Transferor or the Servicer; (l) The permissive rights of the Trustee to do things enumerated in this Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default; and (m) In the event that the Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Trustee. Any designee of the Trustee pursuant to this Article XI shall also be considered its "agent" hereunder whether performing it as an independent contractor afforded to such Paying Agent or otherwiseTransfer Agent or Registrar.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, instruction, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document and any information contained therein believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties;parties including, but not limited to, reports and records required by Article III, (iib) The Trustee may consult with counsel, counsel and any advice or Opinion opinion of Counsel counsel rendered by counsel reasonably satisfactory to Transferor shall be full and complete authorization and protection in respect of any action taken or suffered permitted or omitted by it hereunder in good faith and in accordance with such advice or Opinion opinion of Counsel;counsel, (iiic) The Trustee (including in its role as Successor Servicer, if it ever acts in that capacity) 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 or other proceeding hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, the Purchasers or any Agent, pursuant to the provisions of this Agreement, unless such Certificateholders, the Purchasers or Agent shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided that nothing contained herein shall relieve Trustee of the obligations, upon the occurrence and continuance of a Servicer Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs, (d) Trustee shall not be personally liable for any action taken, suffered permitted or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;, (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Series Holders for other than its negligence each outstanding Series; provided that if the payment within a reasonable time to Trustee of the costs, expenses, or willful misconduct liabilities likely to be incurred by it in connection with making such investigation shall be, in the performance opinion of Trustee, not reasonably assured to Trustee by the security afforded to it by the terms of this Agreement, Trustee may require reasonable indemnity against such act;cost, expense, or liability as a condition to proceeding with the investigation. The reasonable expense of every examination shall be paid by Servicer or, if paid by Trustee, shall be reimbursed by Servicer upon demand, (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, representatives, attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, representative, attorney or custodian appointed with due care by the it hereunder, (g) except as may be required by Section 11.1(b) hereof, Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Transferred Assets for the purpose of establishing the presence or absence of defects or for any other purpose, (h) whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to Trustee shall be considered its "agent" hereunder subject to the provisions of this section, (i) Trustee shall have no liability with respect to the acts or omissions of Servicer (except and to the extent Servicer is Trustee), including, but not limited to, acts or omissions in connection with: (A) the servicing, management or administration of the Receivables or the Related Transferred Assets, (B) calculations made by Servicer whether performing it or not reported to Trustee, and (C) deposits into or withdrawals from any Bank Accounts or Transaction Accounts established pursuant to the terms of this Agreement, and (j) in the event that Trustee is also acting as an independent contractor Paying Agent or otherwiseTransfer Agent and Registrar hereunder, the rights and protections afforded to Trustee pursuant to this Article XI shall also be afforded to Trustee acting as Paying Agent or as Transfer Agent and Registrar.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.119.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely conclusively and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under the Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the Agreement or in relation to the Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby. (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this the Agreement;. (ivv) The right Prior to the occurrence of an Event of Default (or in the case of an Event of Default described in clause (i) of Section 18.1, before the Trustee has -62- 82 received notice of such Event of Default pursuant to perform any discretionary act enumerated in this Agreement shall not be construed as a dutySection 13.10(b)), and after the curing or waiving of all Events of Default that may have occurred, the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document, unless requested in writing so to do by the Surety Bond Issuer or by Holders of Certificates evidencing not less than its negligence 25% of the Certificate Balance; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or willful misconduct liabilities likely to be incurred by it in the performance making of such act; investigation shall be, in the opinion of the Trustee, not assured to the Trustee by the security afforded to it by the terms of the Agreement, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding. The expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this clause (v) The Trustee shall not be required to give any bond or surety in respect affect the obligation of the execution Servicer to observe any applicable law prohibiting disclosure of information regarding the Trust Fund created hereby or the powers granted hereunder; andObligors. (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under the Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder or of the Servicer in its capacity as Servicer or custodian. (vii) Subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee , on behalf of the Trust, the Trustee shall have no duty of independent inquiry, except as may be considered its "agent" hereunder whether performing it as an independent contractor or otherwiserequired by Section 19.1, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in the Agreement with respect to the Receivables and the Receivable Files.

Certain Matters Affecting Trustee. Except as otherwise --------------------------------- provided in Section 8.110.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon on any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or parties;matter stated in any such document. (iib) The Trustee may consult with counsel, and any the advice or Opinion opinion of Counsel counsel with respect to legal matters or relating to this Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;or (iiic) 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 at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; however, nothing contained in this Agreement shall relieve the Trustee of its obligation, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of that person's own affairs. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by which it believes to be authorized or within the discretion or its rights or powers conferred upon it by this Agreement;; provided, that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisea custodian.

Certain Matters Affecting Trustee. Except as --------------------------------- otherwise provided in Section 8.111.01: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon on any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or parties;matter stated in any such document. (iib) The Trustee may consult with counsel, and any the advice or Opinion opinion of Counsel counsel with respect to legal matters or relating to this Agreement or the Certificates shall be full and complete authorization and protection from liability in respect of any action taken or taken, suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion opinion of Counsel;such counsel. (iiic) 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 at the request, order or direction of the Certificate Insurer or any of the Certificateholders pursuant to the provisions of this Agreement, unless the Certificate Insurer or such Certificateholders, as the case may be, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by which it believes to be authorized or within the discretion or its rights or powers conferred upon it by this Agreement;; provided, that such conduct does not constitute willful misconduct, bad faith or negligence on the part of the Trustee. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vie) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwisehereunder.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or a Sangertown Square Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or a Sangertown Square Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default and Sangertown Square Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.111.1: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely on and shall be protected in acting on, or in refraining from acting upon in accord with, any resolution, Officer's ’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (iib) The Trustee may consult with counselcounsel selected by it, and any advice of such counsel, or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iiic) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or thereunder or in relation to this Agreement or any Enhancement Agreement, at the request, order or direction of any of the Holders, pursuant to the provisions of this Agreement or any Enhancement Agreement, unless such Holders shall have offered to Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured) to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; (d) Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Investor Certificates evidencing more than its negligence or willful misconduct in 25% of the performance aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such actmatters that do not relate to all Series, 25% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such matters relate); (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or custodiansa custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by the it hereunder; and (g) except as may be required by Section 11.1(a), Trustee with care. Any such agents, attorneys shall not be required to make any initial or custodians shall be entitled to all indemnities and protection afforded periodic examination of any documents or records related to the Trustee. Any designee Receivables or the Accounts for the purpose of establishing the Trustee shall be considered presence or absence of defects, the compliance by Transferor with its "agent" hereunder whether performing it as an independent contractor representations and warranties or otherwisefor any other purpose.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or a Two Penn Plaza Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or a Two Penn Plaza Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default and Two Penn Plaza Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in the second paragraph of Section 8.19.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counselServicer's Certificate, certificate of auditors auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;. (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder under this Agreement in good faith and in accordance with such advice or Opinion of Counsel;. (iii) The Trustee shall not be personally liable for under no obligation to exercise any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within of the discretion or rights or powers conferred upon vested in it by this Agreement;, or to institute, conduct, or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Certificateholders [or the Certificate Insurer] pursuant to the provisions of this Agreement, unless such Certificateholders [or the Certificate Insurer] shall have offered to the Trustee reasonable security or indemnity in form and substance reasonably satisfactory to the Trustee against the costs, expenses, and liabilities that may be incurred therein or thereby; nothing contained in this Agreement, however, shall relieve the Trustee of the obligations, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required bound to give make any bond investigation into the facts or surety matters stated in respect any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, or other paper or document (other than for its duties pursuant to Section 2.7), unless requested in writing to do so by the Certificate Insurer, the Depositor or Holders of Class A Certificates evidencing not less than 25% of the execution Class A Certificate Balance; provided, however, that, if the payment within a reasonable time to the Trustee of the Trust Fund created hereby costs, expenses, or liabilities likely to be incurred by it in the powers granted hereunder; andmaking of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require indemnity in form and substance satisfactory to it against such cost, expense, or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. (viv) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder under this Agreement either directly or by or through agents, agents or attorneys or custodians, and the a custodian. The Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney agent or custodian appointed with due care by it hereunder, or of any agent or custodian of the Servicer in its capacity as Servicer or custodian or otherwise. (vi) Except as may be expressly required by Sections 2.7 and 10.1, subsequent to the sale of the Receivables by the Trustee with care. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded Depositor to the Trustee. Any designee of Trust, the Trustee shall have no duty of independent inquiry, and the Trustee may rely upon the representations and warranties and covenants of the Depositor and the Servicer contained in this Agreement with respect to the Receivables and the Receivable Files. (vii) The Trustee may rely, as to factual matters relating to the Depositor or the Servicer, on an Officer's Certificate of the Depositor or Servicer, respectively. (viii) The Trustee shall not be considered its "agent" hereunder whether performing it as an independent contractor required to take any action or otherwiserefrain from taking any action under this Agreement, or any related documents referred to herein, nor shall any provision of this Agreement, or any such related document be deemed to impose a duty on the Trustee to take action, if the Trustee shall have been advised by counsel that such action is contrary to (i) the terms of this Agreement, (ii) any such related document or (iii) law.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall be under no obligation to take any action to enforce the rights of the Trust Fund under the applicable Swap Contract unless it is assured, in its sole discretion, that reasonable security and indemnity against the costs and expenses of such action(s) will be offered by the applicable Swap Counterparty, the Holders of the Class A-3SF Certificates and the Holders of the Class A-MFL Certificates, as applicable, or any other party (other than the Trust Fund); the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.1: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) The right of the Trustee to perform any discretionary act enumerated in this Agreement 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 such act; (v) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Trustee with care; provided that the Trustee (or 106 A. (or any other custodian or agent appointed at the direction of the Servicer) as sub-custodian. Any such agents, attorneys or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it certain functions as an independent contractor or otherwise.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and 203 protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and 204 omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (vii) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (viii) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or a GIC Office Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or a GIC Office Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default and GIC Office Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default that has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized authorized, or within the discretion or rights or powers conferred upon it it, by this Agreement; (ivv) The right prior to the occurrence of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyan Event of Default, and after the curing of all Events of Default that may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and provided, further, that, until April 1st of the first year that is not an Exchange Act Reporting Year for the Trust, the Trustee may not engage any such agent or custodiansattorney-in-fact that would constitute an Additional Item 1123 Servicer or a Sub-Servicing Function Participant, and unless it first obtains the written consent of the Depositor; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to Special Servicer) or the Trustee. Any designee of the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (i) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iii) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or a 000 Xxxxx Xxxxxx Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (iv) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ivv) The right prior to the occurrence of an Event of Default or a 000 Xxxxx Xxxxxx Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default and 000 Xxxxx Xxxxxx Events of Default which may have occurred, and except as may be provided in Section 10.01 or 10.02, the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such act; (v) The Trustee shall not be required to give any bond or surety investigation is, in respect the opinion of the execution Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trust Fund created hereby Trustee may require reasonable indemnity against such expense or the powers granted hereunder; andliability as a condition to taking any such action; (vi) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; and (vii) the Trustee shall not be responsible for any misconduct act or negligence on omission of the part of any such agent, attorney Master Servicer or custodian appointed by the Special Servicer (unless the Trustee with care. Any such agents, attorneys is acting as Master Servicer or custodians shall be entitled to all indemnities and protection afforded to the Trustee. Any designee of Special Servicer) or the Trustee shall be considered its "agent" hereunder whether performing it as an independent contractor or otherwiseDepositor.

Certain Matters Affecting Trustee. Except as otherwise provided in Section 8.18.01 and Article X: (ia) Before acting or refraining from acting the Trustee may request or require an Officer's Certificate; the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (iib) The the Trustee may consult with counsel, counsel and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counseltherewith; (iiic) The the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (ive) The right prior to the occurrence of an Event of Default hereunder and after the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutycuring of all Events of Default which may have occurred, and the Trustee shall not be answerable for bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other than its negligence paper or willful misconduct document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the performance making of such actinvestigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action; (vf) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys or custodians, within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder; (g) the Trustee shall not be responsible for any misconduct act or negligence omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and (h) neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on the part transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any such agentCertificate or any interest therein, attorney or custodian appointed by the Trustee with care. Any such agents, attorneys or custodians shall be entitled other than to all indemnities and protection afforded to the Trustee. Any designee require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement. The Trustee and Certificate Registrar shall be considered have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its "agent" hereunder whether performing it as an independent contractor or otherwisefailure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.