Common use of Certain Rights of the Trustee Clause in Contracts

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, either of the SellerSellers, the Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodians; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and to make various calculations which are relevant to the performance of the Trustee’s 's duties under the this Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmationstelecopies confirmation), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Certificate Insurer, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate or the Certificate Insurer (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has received actual written or matters stated electronic notice of any event which is in fact such a default, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any resolutionevent which is, certificateor after notice or lapse of time or both would become, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing an Event of Default with respect to do so a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by the Ownersunsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by expenses arising directly or indirectly from the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as Trustee’s reasonable reliance upon such notice notwithstanding such notice is inconsistent with a duty, and the subsequent notice. The Trustee shall not be answerable liable for other than its negligence or willful misconduct any error of judgment made in the performance of such act; (j) pursuant to the terms of this Agreementgood faith by a Responsible Officer, the Servicer is required to furnish to unless it shall be proved that the Trustee from time to time certain information and make various calculations which are relevant to was negligent in ascertaining the performance of the Trustee’s duties under the Agreementpertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Debentures. Delivery of reports, information and documents to the Trustee, pursuant to Section 704 of the Indenture, is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). With respect to this Supplemental Indenture and the Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G F hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, agent or Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, agent and Paying Agent and Tax Matters PersonAgent.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorCompany, the Seller, Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counselcounsel of its selection, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested but the Trustee in writing to do so by the Ownersits discretion may make such further inquiry or investigation into such facts or matters as it may see fit; 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 cost, expense or liability as a condition precedent to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be repaid by the Servicer upon demand by the Trustee from the Servicer's own funds; (g) 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, nominees or custodians and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due carecare by it hereunder; (h) the Trustee shall not be personally liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the CertificatesAgreement; (i) 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;; and (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Subject to Section 10.01 hereof6.01: (a) in the absence of bad faith on the part of the Trustee, the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Trustee, in its sole discretion, believes that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (e) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, Opinion of Counsel, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any resolution of the absence Board of bad faith on its part, rely upon Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the Issuer; (dg) the Trustee may may, at the Issuer’s expense, consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (eh) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it the Trustee, against the costs, expenses expenses, losses and liabilities which might be incurred therein or thereby; (i) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (fj) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity satisfactory to it, against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor trustee, shall be repaid by the Issuer upon demand; (gk) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (hl) the permissive rights of the Trustee hereunder shall not be construed as duties; (m) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and each Paying Agent or Securities Registrar; (n) the Trustee shall not be liable for any action it takes deemed to have knowledge or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer notice of any Person and within its rights default or powers under this Agreement other than as to validity and sufficiency Event of its authentication of the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as Default unless a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Responsible Officer of the Trustee has actual knowledgeknowledge thereof or unless the Issuer or Holders of not less than 25% in aggregate principal amount of the Notes then outstanding notify the Trustee thereof by written notice of such event sent to the Trustee at the Corporate Trust Office in accordance with Section 11.04, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that and such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;notice references the Securities and this Indenture; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (lo) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 10.01 hereof6.01: (a) in the absence of bad faith on the part of the Trustee, the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (e) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any resolution of the absence Board of bad faith on its part, rely upon Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the Issuer; (dg) the Trustee may consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (eh) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (i) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (fj) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Issuer upon demand; and (gk) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act, and subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in writingrespect thereof is specifically prescribed herein or in the terms established in respect of any series); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security or other paper or document, document unless (i) requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding (treated as one class) or (ii) otherwise provided in the terms of any series of Securities pursuant to Section 2.3; providedPROVIDED, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Issuer upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSeller, the Seller, Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counselcounsel of its selection, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested but the Trustee in writing to do so by the Ownersits discretion may make such further inquiry or investigation into such facts or matters as it may see fit; 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 cost, expense or liability as a condition precedent to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be repaid by the Servicer upon demand by the Trustee from the Servicer's own funds; (g) 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, nominees or custodians and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due carecare by it hereunder; (h) the Trustee shall not be personally liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the CertificatesAgreement; (i) 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;; and (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) In the absence of bad faith on its part, the Trustee (acting as Trustee or Tax Matters Person) may request rely, and may conclusively rely and shall will be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness 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 the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel conforming to Section 10.05, and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed by the Trustee with due care. (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee will not be liable in its individual capacity for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under the Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) shall Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action;. (g) the Trustee may execute any No provision of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of Indenture will require the Trustee to perform expend or risk its own funds or otherwise incur 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (h) The Trustee shall not be liable in its individual capacity for an error in judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (i) unless and until an Authorized Officer The Trustee shall have no duty to see to any recording, filing or depositing of the Trustee has actual knowledgeIndenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or is advised by any Owner to see to the maintenance of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;re-recording or re-filing or re-depositing thereof. (kj) the The Trustee shall not be required to give take notice or be deemed to have notice or knowledge of any bond default or surety in respect Event of Default unless a Responsible Officer of the execution Trustee shall have received written notice from the Issuer or any Holder of the Trust Estate created hereby Securities or obtained actual knowledge thereof. In the powers granted hereunder;absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default. (lk) In no event shall the Trustee be responsible or liable for any failure or delay in the selection performance of investments its obligations hereunder arising out of or for investment losses incurred thereon. The caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held use reasonable efforts which are consistent with accepted practices in the Certificate Account banking industry to resume performance as soon as practicable under the circumstances. (l) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in Eligible Investments as set forth in Schedule I-G hereto; andeach of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (m) In the event The Trustee may request that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, Issuer deliver a certificate setting forth the rights and protections afforded names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Trustee pursuant to this section Indenture. (n) Any request or direction of the Issuer mentioned herein shall also be afforded to sufficiently evidenced by an Issuer Order and any resolution of the Registrar, transfer agent, Paying Agent and Tax Matters PersonBoard of Directors may be sufficiently evidenced by a Resolution of the Board of Directors.

Certain Rights of the Trustee. Except as otherwise provided in (a) Subject to the provisions of Section 10.01 hereof3.6: (ai) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document whether in its original or facsimile form reasonably believed by it to be genuine and to have been signed signed, sent or presented by the proper party or parties; (bii) any request direction or direction act of the Depositor, Depositor acting on behalf of or in connection with the Seller, or the Owners of any Class of Certificates mentioned herein Trust as contemplated by this Trust Agreement shall be sufficiently evidenced in writingby an Officer's Certificate of the Depositor; (ciii) whenever in the administration of this Agreement Trust Agreement, the Trustee shall deem it desirable that a matter be proved or established prior to before taking, suffering or omitting to take any action hereunder, the Trustee (unless other evidence be is herein specifically prescribed) may, may request and in the absence of bad faith on its part, part conclusively rely upon an Officer’s 's Certificate; (div) the Trustee may consult with counselcounsel or other experts of its own selection, and the advice or opinion of such counsel and experts with respect to legal matters or any opinion advice within the scope of counsel (selected in good faith by the Trustee) such experts' areas of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or opinion; such counsel may be, but shall not be limited to, counsel to the Depositor or any of its Affiliates, and may include any of its employees. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction; (ev) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or at the request or direction of any of Holder or the Owners pursuant to this AgreementDepositor, unless (a) such Owners Holder or the Depositor shall have offered provided to the Trustee security or indemnity and indemnity, reasonably satisfactory to it the Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the reasonable expenses of the Trustee's agents, nominees or custodians) and liabilities which that might be incurred by it in compliance complying with such request or direction, including such reasonable advances as may be requested by the Trustee and (b) the Trustee has been provided with the legal opinions, if any, required by this Trust Agreement; (fvi) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Owners; 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 but the Trustee, not reasonably assured to in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may deem necessary at the Trustee expense of the Trust and shall incur no liability of any kind by the security afforded to it by the terms reason of this Agreement, the Trustee may require reasonable indemnity against such cost, expense inquiry or liability as a condition precedent to taking any such actioninvestigation; (gvii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneyscustodians, nominees or custodians attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee appointed attorney selected in good faith and with due carecare (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to monitor, and shall assume no personal liability for, the actions of the Depositor or any other Person in connection with their duties under this Trust Agreement or in connection with the Trust generally; (hviii) any action taken by the Trustee or its agents hereunder shall bind the Trust and the Holders, and the signature of the Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Trustee to so act or as to its compliance with any of the terms and provisions of this Trust Agreement, both of which shall be conclusively evidenced by the Trustee's or its agent's taking such action; (ix) whenever in the administration of this Trust Agreement the Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Trustee may request instructions from the Depositor; (x) except as otherwise expressly provided by this Trust Agreement, the Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement; (xi) the Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall be advised by counsel, that such action is likely to result in personal liability for the Trustee or is contrary to applicable law or the terms of this Trust Agreement; (xii) under no circumstances shall the Trustee be personally liable for indebtedness evidenced by or arising under any of the documents to which the Trust or the Trustee is a party; and (xiii) the Trustee shall not be liable for the default or misconduct of any action it takes or omits to take agent, appointed by the Trustee in good faith and with due care, under any of the documents to which it reasonably believes the Trust or the Trustee is a party or otherwise (provided that such agent is not an Affiliate of the Trustee), and the Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other documents to which the Trust or the Trustee is a party that are required to be authorized performed by other Persons, including, without limitation, the Authorized Officer of any Person Administrative Agent and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates;Depositor. (ib) the right No provision of this Trust Agreement shall be deemed to impose any duty or obligation on the Trustee to perform any discretionary act enumerated or acts or exercise any right, power, duty or obligation conferred or imposed on it, 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 any jurisdiction in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrectit shall be illegal, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required determined to give be unqualified or incompetent in accordance with applicable law, to perform any bond such act or surety in respect of acts, or to exercise any such right, power, duty or obligation. Notwithstanding the execution of the Trust Estate created hereby above, no permissive power or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded authority available to the Trustee pursuant under applicable law shall be construed to be a duty under this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonTrust Agreement.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) In the absence of bad faith on its part, the Trustee (acting as Trustee or Tax Matters Person) may request rely, and may conclusively rely and shall will be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness 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 the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed by the Trustee with due care. (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee security or indemnity as it may reasonably require against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee will not be liable in its individual capacity for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under the Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) shall Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action;. (g) the Trustee may execute any No provision of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of Indenture will require the Trustee to perform expend or risk its own funds or otherwise incur 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (h) The Trustee shall not be liable in its individual capacity for an error in judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (i) unless The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and until an Authorized Officer believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. (j) The Trustee shall have no duty to see to any recording, filing or depositing of the Trustee has actual knowledgeIndenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or is advised by any Owner to see to the maintenance of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;re-recording or re-filing or re-depositing thereof. (k) the The Trustee shall not be required to give take notice or be deemed to have notice or knowledge of any bond default or surety in respect Event of Default unless a Responsible Officer of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result received written notice from the Issuer or any holder of the liquidation of any investment prior to its stated maturitySecurities or obtained actual knowledge thereof. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is also acting as Registrar, transfer agent, Paying Agent no default or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonEvent of Default.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act, and subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in writingrespect thereof is specifically prescribed herein or in the terms established in respect of any series); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Issuer upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 10.01 hereof5.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, Issuer or the Owners of any Class of Certificates Guarantor mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel of its selection and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity satisfactory to it against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if advanced by the Trustee or any such actionpredecessor trustee, shall be repaid by the Issuer promptly upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; (i) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have notice of any Person and within its rights Event of Default or powers under this Agreement other than as to validity and sufficiency an event which, with notice or lapse of its authentication time or both, would constitute an Event of the Certificates; (i) 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 Default unless in the performance case of such act; (ja payment default under Section 4.01(a) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (ior Section 4.01(b) unless and until an Authorized hereof a Responsible Officer of the Trustee has actual knowledgeknowledge thereof or in the case of any other Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, or is advised by any Owner and such notice references the Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of a Certificate (either in writing or orally with prompt written or telecopy confirmations)its capacities hereunder, that such information or calculations is or are incorrectand each agent, or (ii) unless there is a manifest error in any such informationcustodian and other Person employed to act hereunder; (k) the Trustee shall not be required to give any bond or surety in respect of may request that the execution of the Trust Estate created hereby Issuer or the powers granted hereunderGuarantor deliver an Officer’s Certificate, setting forth the names of individuals and titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any Officer specified as so authorized in any such certificate previously delivered and not superseded; (l) In in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection Trustee has been advised of investments the likelihood of such loss or damage and regardless of the form of action; (m) in no event shall the Trustee be responsible or liable for investment losses incurred thereon. The any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held use reasonable efforts which are consistent with accepted practices in the Certificate Account in Eligible Investments banking industry to resume performance as set forth in Schedule I-G heretosoon as practicable under the circumstances; and (mn) In the event that neither the Trustee is also acting nor any agent shall have any obligation or duty to monitor, determine or inquire as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunderto compliance by the Issuer, the rights and protections afforded Guarantor or the Securityholders with or with respect to any securities or tax laws (including but not limited to any United States federal or state or other securities or tax laws), or, except as specifically provided herein, obtain documentation on any transfers or exchanges of the Trustee Securities of any series. Nothing in this provision shall be deemed to limit the Trustee’s duty to comply with any obligations it may have pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personapplicable law.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the The Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;. (b) any request Any request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writing;respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. (c) whenever The Trustee may consult with counsel of its selection and require an Opinion of Counsel 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 omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion (but shall have no obligation), may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation. (e) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through duly authorized agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder. (f) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (g) [Reserved] (h) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture. (i) In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Default or Event of Default under Section 6.01(a) or (b) of this Indenture has occurred or (2) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture. In the absence of receipt of such notice, the Trustee may conclusively assume that there is no Default or Event of Default. (k) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes. (l) Whenever in the administration of this Agreement Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;. (dm) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may consult with counselconclusively rely on its failure to receive such notice as reason to act as if no such event occurred. (n) The rights and protections afforded to the Trustee under this Indenture, including, without limitation, its right to be indemnified, shall also be afforded to the Trustee in each of its capacities hereunder, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full each agent, custodian and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon;other Person employed to act hereunder. (eo) Subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights trust or powers vested in it by this Agreement Indenture at the request or direction of any of the Owners Holders pursuant to this AgreementIndenture, unless such Owners Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it the Trustee against the costsany loss, expenses liability, claim and liabilities expense which might be incurred by it in compliance with such request or direction;. (fp) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution performance of the Trust Estate created hereby or the its powers granted and duties hereunder;. (lq) In no event The Trustee shall the Trustee not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the selection of investments discretion or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent rights or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to powers conferred upon it by this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonIndenture.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the 2025 Debentures, the 2045 Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act, and subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order (unless other evidence in writingrespect thereof is specifically prescribed herein or in the terms established in respect of any series); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Guarantor; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Holders of any series of Securities or any related Guarantees pursuant to the provisions of this AgreementIndenture, unless such Owners Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless (i) requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding (treated as one class) or (ii) otherwise provided in the terms of any series of Securities pursuant to Section 2.3; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable security or indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) the Trustee shall not be liable for deemed to have notice of any action it takes Default or omits to take Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in good faith which it reasonably believes to be authorized fact such a default is received by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication Trustee at the Corporate Trust Office of the CertificatesTrustee, and such notice references the Securities and this Indenture; (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right of to be indemnified, are extended to, and shall be enforceable by, the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyeach of its capacities hereunder, and the Trustee shall not be answerable for each agent, custodian and other than its negligence or willful misconduct in the performance of such act;Person employed to act hereunder; and (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee take specified actions pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonIndenture.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the 2024 Debentures, the 2044 Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 10.01 hereof6.01: (a) in the absence of bad faith on the part of the Trustee, the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (e) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request request, direction, order or direction demand of the Depositor, the Seller, Company or the Owners of any Class of Certificates Guarantor[s] mentioned herein shall be sufficiently evidenced in writing; (c) whenever in by an Officer’s Certificate of the administration of this Agreement Company or the Trustee shall deem it desirable that a matter [applicable] Guarantor as the case may be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any Board Resolution may be evidenced to the absence Trustee by a copy thereof certified by the secretary or an assistant secretary of bad faith on its part, rely upon the Company and any Guarantor Authorizing Resolution may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the [applicable] Guarantor; (dg) the Trustee may consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (eh) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (i) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (fj) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Company or the Guarantor[s] or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Company or the Guarantor[s] upon demand; and (gk) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSponsor, the Seller, Servicer or the Owners Holders of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners Holders pursuant to this Agreement, unless such Owners Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; . The Trustee shall at no time have any responsibility for or with respect to (i) the right legality, validity, sufficiency or enforceability of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, Mortgages and the Trustee shall not be answerable for other than its negligence Mortgage Loans, including the perfection or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreementpriority thereof, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error the ability of the Mortgage Loans to pay any portion of the Certificates, (iii) the validity of the assignment of any of the Mortgages and the Mortgage Loans, (iv) the review of any Mortgage or Mortgage Loan, except as provided herein, (v) the compliance by the Sponsor or any Mortgagor with any covenant contained hereunder or in the Mortgages and the Mortgage Loans, (vi) the breach by the Sponsor or the Servicer of any warranty or representation made hereunder or the accuracy of any such information; warranty or representation, (kvii) the Trustee shall not be required to give any bond use or surety in respect application by the Sponsor of the execution proceeds of the Trust Estate created hereby Certificates, (viii) any offering materials used to sell the Certificates and (ix) the acts or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result omissions of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonServicer.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, either of the Seller, Sellers or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodians; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and to make various calculations which are relevant to the performance of the Trustee’s 's duties under the this Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmationstelecopies confirmation), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) the The Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely rely, and shall be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness 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 the document, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 13.05 and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such a certificate or opinion. Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or the Company, as applicable, shall be sufficient if signed by an Officer of the Issuer or the Company, as applicable. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 5.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under this Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action;. (g) the Trustee may execute any No provision of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and this Indenture shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of require the Trustee to perform expend or risk its own funds or otherwise incur 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (ih) unless The Trustee may request that the Company (on behalf of itself and until the Issuer) deliver an Authorized Officer Officers’ Certificate setting forth the name of the Trustee has actual knowledgeindividuals and/or titles of Officers authorized at such time to take specific actions pursuant to this Indenture, or is advised which Officers’ Certificate may be signed by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations)person authorized to sign an Officers’ Certificate, that such information or calculations is or are incorrect, or (ii) unless there is a manifest error including any person specified as so authorized in any such information;Officers’ Certificate previously delivered and not superseded. (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (li) In no event shall the Trustee be liable, directly or indirectly, for any special, indirect or consequential damages, even if the Trustee has been advised of the possibility of such damages. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (k) In no event shall the Trustee be responsible or liable for the selection of investments any failure or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held delay in the Certificate Account performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and, except in Eligible Investments as set forth in Schedule I-G hereto; and the case of failures or delays due to the Trustee’s negligence or bad faith, interruptions, loss or malfunctions of utilities, communications or computer (msoftware and hardware) In the event services, it being understood that the Trustee is also acting shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, soon as practicable under the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personcircumstances.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 10.01 hereof6.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security 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; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, nationally recognized counsel and the any written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; provided, however, that this provision shall not protect the Trustee from liability for its own gross negligence, willful misconduct, recklessness or bad faith or if the Trustee knows that such written advice or Opinion of Counsel is based on erroneous information or in the exercise of reasonable reliance thereoncare should know that the same is erroneous; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, however, that if the payment within a reasonable time to the Trustee of the reasonable 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor Trustee, shall be repaid by the Issuer upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the 2022 Debentures, the 2042 Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 10.01 hereof5.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel of its selection and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity satisfactory to it against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if advanced by the Trustee or any such actionpredecessor trustee, shall be repaid by the Issuer promptly upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; (i) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have notice of any Person and within its rights Event of Default or powers under this Agreement other than as to validity and sufficiency an event which, with notice or lapse of its authentication time or both, would constitute an Event of the Certificates; (i) 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 Default unless in the performance case of such act; (ja payment default under Section 4.01(a) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (ior Section 4.01(b) unless and until an Authorized hereof a Responsible Officer of the Trustee has actual knowledgeknowledge thereof or in the case of any other Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, or is advised by any Owner and such notice references the Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of a Certificate (either in writing or orally with prompt written or telecopy confirmations)its capacities hereunder, that such information or calculations is or are incorrectand each agent, or (ii) unless there is a manifest error in any such informationcustodian and other Person employed to act hereunder; (k) the Trustee shall may request that the Issuer deliver an Officer’s Certificate, setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereundersuperseded; (l) In in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection Trustee has been advised of investments the likelihood of such loss or damage and regardless of the form of action; (m) in no event shall the Trustee be responsible or liable for investment losses incurred thereon. The any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held use reasonable efforts which are consistent with accepted practices in the Certificate Account in Eligible Investments banking industry to resume performance as set forth in Schedule I-G heretosoon as practicable under the circumstances; and (mn) In the event that neither the Trustee is also acting nor any agent shall have any obligation or duty to monitor, determine or inquire as Registrarto compliance by the Issuer or the Securityholders with or with respect to any securities or tax laws (including but not limited to any United States federal or state or other securities or tax laws), transfer agentor, Paying Agent except as specifically provided herein, obtain documentation on any transfers or Tax Matters Person hereunder, exchanges of the rights and protections afforded Securities of any series. Nothing in this provision shall be deemed to limit the Trustee Trustee’s duty to comply with any obligations it may have pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personapplicable law.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSponsor, the Seller, Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 10.01 hereof6.01: (a) in the absence of bad faith on the part of the Trustee, the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (e) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any resolution of the absence Board of bad faith on its part, rely upon Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the Issuer; (dg) the Trustee may consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (eh) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (i) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (fj) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Issuer upon demand; and (gk) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate or Issuer Order (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of each series affected then Outstanding, but during an Event of Default or upon reasonable grounds prior to such Event of Default the Trustee, in the furtherance of its duties may make such further inquiries or investigation into such related facts or matters, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to reasonable examination of the books, records and premises of the Issuer, personally or by agent or attorney upon reasonable notice to the Issuer; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have knowledge of any Person and within its rights or powers under this Agreement an Event of Default (other than as to validity and sufficiency of its authentication of the Certificates; (ia payment default) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as until a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Responsible Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect received written notice thereof stating that an Event of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonDefault has occurred.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Certificate Insurer, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates;; 126 (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate or the Certificate Insurer (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the 2023 Debentures, the 2043 Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) In the absence of bad faith on its part, the Trustee (acting as Trustee or Tax Matters Person) may request rely, and may conclusively rely and shall will be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness 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 the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed by the Trustee with due care. (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee will not be liable in its individual capacity for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under the Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) shall Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action;. (g) the Trustee may execute any No provision of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of Indenture will require the Trustee to perform expend or risk its own funds or otherwise incur 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (h) The Trustee shall not be liable in its individual capacity for an error in judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (i) unless The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and until an Authorized Officer believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. (j) The Trustee shall have no duty to see to any recording, filing or depositing of the Trustee has actual knowledgeIndenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or is advised by any Owner to see to the maintenance of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;re-recording or re-filing or re-depositing thereof. (k) the The Trustee shall not be required to give take notice or be deemed to have notice or knowledge of any bond default or surety in respect Event of Default unless a Responsible Officer of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result received written notice from the Company or any holder of the liquidation of any investment prior to its stated maturitySecurities or obtained actual knowledge thereof. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is also acting as Registrar, transfer agent, Paying Agent no default or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonEvent of Default.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the The Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;. (b) any request Any request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in writing;respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. (c) whenever The Trustee may consult with counsel of its selection 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 omitted by it hereunder in good faith and in reliance thereon. (d) Whenever in the administration of this Agreement Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon;. (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture or other paper or document, unless requested but the Trustee, in writing to do so by the Owners; providedits discretion, howevermay make such further inquiry or investigation into such facts or matters as it may see fit, that and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason 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 cost, expense inquiry or liability as a condition precedent to taking any such action;investigation. (gf) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through duly authorized agents, attorneyscustodians, nominees or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorneycustodian, custodian nominee or nominee attorney appointed by it with due care;care hereunder. (hg) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its The permissive rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement herein 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;duties. (jh) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution performance of its powers and duties hereunder. (i) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture. (j) In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Estate created hereby or Office of the powers granted hereunder;Trustee and such notice references such Notes and this Indenture. (l) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes. (m) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. (n) In the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses losses, fees, taxes or other charges incurred thereon. The Trustee shall have no liability in respect of thereon or for losses incurred as a result of the liquidation of any such investment prior to its stated maturity. The maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest and or reinvest any amounts held hereunder in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; andabsence of such written investment direction from the Company. (mo) In the event that the Trustee is also acting as RegistrarThe rights, transfer agentprotections, Paying Agent or Tax Matters Person hereunderprivileges, the rights immunities and protections indemnities afforded to the Trustee pursuant to this section Article 7 shall also be afforded to the Trustee in each of its capacities hereunder, including as Collateral Agent, Conversion Agent, Paying Agent, Custodian and Note Registrar, transfer and each agent, Paying Agent custodian and Tax Matters Personother Person employed to act hereunder. (p) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability and expense which might be incurred by it in compliance with such request or direction. (q) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken 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 Indenture.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G F hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, agent or Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, agent and Paying Agent and Tax Matters PersonAgent.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act, and subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in writingrespect thereof is specifically prescribed herein or in the terms established in respect of any series); and any resolution of the Board of Directors shall be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security or other paper or document, document unless (i) requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding (treated as one class) or (ii) otherwise provided in the terms of any series of Securities pursuant to Section 2.3; providedPROVIDED, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Issuer upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 10.01 hereof5.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, Issuer or the Owners of any Class of Certificates Guarantor mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel of its selection and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity satisfactory to it against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if advanced by the Trustee or any such actionpredecessor trustee, shall be repaid by the Issuer promptly upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; (i) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have notice of any Person and within its rights Event of Default or powers under this Agreement other than as to validity and sufficiency an event which, with notice or lapse of its authentication time or both, would constitute an Event of the Certificates; (i) 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 Default unless in the performance case of such act; (ja payment default under Section 4.01(a) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (ior Section 4.01(b) unless and until an Authorized hereof a Responsible Officer of the Trustee has actual knowledgeknowledge thereof or in the case of any other Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, or is advised by any Owner and such notice references the Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of a Certificate (either in writing or orally with prompt written or telecopy confirmations)its capacities hereunder, that such information or calculations is or are incorrectand each agent, or (ii) unless there is a manifest error in any such informationcustodian and other Person employed to act hereunder; (k) the Trustee shall not be required to give any bond or surety in respect of may request that the execution of the Trust Estate created hereby Issuer or the powers granted hereunderGuarantor deliver an Officer’s Certificate, setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (l) In in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection Trustee has been advised of investments the likelihood of such loss or damage and regardless of the form of action; (m) in no event shall the Trustee be responsible or liable for investment losses incurred thereon. The any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held use reasonable efforts which are consistent with accepted practices in the Certificate Account in Eligible Investments banking industry to resume performance as set forth in Schedule I-G heretosoon as practicable under the circumstances; and (mn) In the event that neither the Trustee is also acting nor any agent shall have any obligation or duty to monitor, determine or inquire as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunderto compliance by the Issuer, the rights and protections afforded Guarantor or the Securityholders with or with respect to any securities or tax laws (including but not limited to any United States federal or state or other securities or tax laws), or, except as specifically provided herein, obtain documentation on any transfers or exchanges of the Trustee Securities of any series. Nothing in this provision shall be deemed to limit the Trustee’s duty to comply with any obligations it may have pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personapplicable law.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Servicers, the Master Servicer or the Owners of any Class of Certificates mentioned herein shall shall, at the request of the Trustee, be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by or within the Authorized Officer of any Person and within its discretion or the rights or powers conferred upon it under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, each Servicer and the Master Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate or any other party hereto (either in writing or orally with prompt written or telecopy confirmationstelecopies confirmation), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder;. (l) In no event shall the Trustee shall not be liable for charged with knowledge of any failure by the selection Depositor, the Seller, the Master Servicer or any Servicer to comply with any of investments its obligations hereunder or for investment losses incurred thereon. The Trustee shall have no liability in respect any breach of losses incurred as a result any representation or warranty hereunder unless an Authorized Officer of the liquidation Trustee obtains actual knowledge of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that such failure or breach or the Trustee is also acting as Registrar, transfer agent, Paying Agent receives written notice of such failure or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personbreach.

Certain Rights of the Trustee. Except as otherwise provided in (a) Subject to the provisions of Section 10.01 hereof3.6: (ai) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document whether in its original or facsimile form reasonably believed by it to be genuine and to have been signed signed, sent or presented by the proper party or parties; (bii) any request direction or direction act of the Depositor, Depositor acting on behalf of or in connection with the Seller, or the Owners of any Class of Certificates mentioned herein Trust as contemplated by this Trust Agreement shall be sufficiently evidenced in writingby an Officer's Certificate of the Depositor; (ciii) whenever in the administration of this Agreement Trust Agreement, the Trustee shall deem it desirable that a matter be proved or established prior to before taking, suffering or omitting to take any action hereunder, the Trustee (unless other evidence be is herein specifically prescribed) may, may request and in the absence of bad faith on its part, part conclusively rely upon an Officer’s 's Certificate; (div) the Trustee may consult with counselcounsel or other experts of its own selection, and the advice or opinion of such counsel and experts with respect to legal matters or any opinion advice within the scope of counsel (selected in good faith by the Trustee) such experts' areas of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or opinion; such counsel may be, but shall not be limited to, counsel to the Depositor or any of its Affiliates, and may include any of its employees. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction; (ev) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or at the request or direction of any of Holder or the Owners pursuant to this AgreementDepositor, unless (a) such Owners Holder or the Depositor shall have offered provided to the Trustee security or indemnity and indemnity, reasonably satisfactory to it the Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the reasonable expenses of the Trustee's agents, nominees or custodians) and liabilities which that might be incurred by it in compliance complying with such request or direction, including such reasonable advances as may be requested by the Trustee and (b) the Trustee has been provided with the legal opinions, if any, required by this Trust Agreement; (fvi) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Owners; 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 but the Trustee, not reasonably assured to in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may deem necessary at the Trustee expense of the Up-MACRO Holding Trust and shall incur no liability of any kind by the security afforded to it by the terms reason of this Agreement, the Trustee may require reasonable indemnity against such cost, expense inquiry or liability as a condition precedent to taking any such actioninvestigation; (gvii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneyscustodians, nominees or custodians attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee appointed attorney selected in good faith and with due carecare (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to monitor, and shall assume no personal liability for, the actions of the Depositor or any other Person in connection with their duties under this Trust Agreement or in connection with the Trust generally; (hviii) any action taken by the Trustee or its agents hereunder shall bind the Trust and the Holders, and the signature of the Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Trustee to so act or as to its compliance with any of the terms and provisions of this Trust Agreement, both of which shall be conclusively evidenced by the Trustee's or its agent's taking such action; (ix) whenever in the administration of this Trust Agreement the Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Trustee may request instructions from the Depositor; (x) except as otherwise expressly provided by this Trust Agreement, the Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement; (xi) the Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall be advised by counsel, that such action is likely to result in personal liability for the Trustee or is contrary to applicable law or the terms of this Trust Agreement; (xii) under no circumstances shall the Trustee be personally liable for indebtedness evidenced by or arising under any of the documents to which the Trust or the Trustee is a party; and (xiii) the Trustee shall not be liable for the default or misconduct of any action it takes or omits to take agent, appointed by the Trustee in good faith and with due care, under any of the documents to which it reasonably believes the Trust or the Trustee is a party or otherwise (provided that such agent is not an Affiliate of the Trustee), and the Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other documents to which the Trust or the Trustee is a party that are required to be authorized performed by other Persons, including, without limitation, the Authorized Officer of any Person Administrative Agent and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates;Depositor. (ib) the right No provision of this Trust Agreement shall be deemed to impose any duty or obligation on the Trustee to perform any discretionary act enumerated or acts or exercise any right, power, duty or obligation conferred or imposed on it, 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 any jurisdiction in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrectit shall be illegal, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required determined to give be unqualified or incompetent in accordance with applicable law, to perform any bond such act or surety in respect of acts, or to exercise any such right, power, duty or obligation. Notwithstanding the execution of the Trust Estate created hereby above, no permissive power or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded authority available to the Trustee pursuant under applicable law shall be construed to be a duty under this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonTrust Agreement.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) In the absence of bad faith on its part, the Trustee (acting as Trustee or Tax Matters Person) may request rely, and may conclusively rely and shall will be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness 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 the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed by the Trustee with due care. (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee security or indemnity as it may reasonably require against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee will not be liable in its individual capacity for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under the Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) shall Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action;. (g) the Trustee may execute any No provision of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of Indenture will require the Trustee to perform expend or risk its own funds or otherwise incur 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (h) The Trustee shall not be liable in its individual capacity for an error in judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (i) unless The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and until an Authorized Officer believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. (j) The Trustee shall have no duty to see to any recording, filing or depositing of the Trustee has actual knowledgeIndenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or is advised by any Owner to see to the maintenance of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;re-recording or re-filing or re-depositing thereof. (k) the The Trustee shall not be required to give take notice or be deemed to have notice or knowledge of any bond default or surety in respect Event of Default unless a Responsible Officer of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result received written notice from the Issuer or any Holder of the liquidation of any investment prior to its stated maturitySecurities or obtained actual knowledge thereof. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is also acting as Registrar, transfer agent, Paying Agent no default or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonEvent of Default.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 10.01 hereof6.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of a Default hereunder and after the curing or waiving of all Defaults, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity reasonably satisfactory to the Trustee against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have notice of any Person and within its rights Default or powers under this Agreement other than as to validity and sufficiency Event of its authentication of the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as Default unless a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Responsible Officer of the Trustee has actual knowledge, knowledge thereof or unless written notice of any event which is advised in fact such a default is received by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect at the Corporate Trust Office of the execution of Trustee, and such notice references the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest Securities and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G heretothis Indenture; and (mj) In the event that rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person in each of its capacities hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereofSubject to the provisions of Sections 7.1 and 7.4: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writingby an Issuer Request or Issuer Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution or an Officer’s Certificate; (c) whenever in the administration of this Agreement Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s CertificateCertificate or Opinion of Counsel delivered pursuant to Section 1.2; (d) the Trustee may consult with employ such agents, counsel, accountants, appraisers or other advisors as they may reasonably require for the proper discharge and determination of their rights and duties hereunder, and may pay reasonable remuneration for all services performed for them in the discharge of the trusts hereof and thereof (including the reasonable disbursements and expenses of any such agents, counsel, accountants, appraisers or other advisors), and the advice of such counsel or any opinion of counsel (selected Trustee may act and shall be protected in acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any willful misconduct or negligence on the part of any of them. The reasonable costs of such services shall be added to and be part of the Trustee’s fee hereunder; (e) the Trustee may act on, and be fully protected in relying on, the opinion or advice of or on information obtained from any notary, valuer, surveyor, engineer, broker, auctioneer, accountant or other expert, whether obtained by the TrusteeTrustee or by the Issuer or the Guarantors or otherwise; (f) the Trustee shall not be full and complete authorization and protection in respect of liable for any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereonaccordance with the direction of the required number of Holders relating to the exercise by the Trustee of the rights or powers conferred upon it by this Indenture; provided, however, that the conduct of the Trustee does not constitute willful misconduct or negligence; (eg) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at Indenture or to commence or continue any act, action or proceeding for the request or direction purpose of enforcing any rights of the Owners pursuant to this Agreement, Trustee or the Holders hereunder unless such Owners Holders shall have offered furnished, when required by notice in writing by the Trustee, sufficient funds to commence or continue such exercise, act, action or proceeding and an indemnity satisfactory to the Trustee security or indemnity reasonably satisfactory to it protect and hold harmless the Trustee against the costs, expenses expenses, liabilities, losses and liabilities damages which might be incurred or suffered by it the Trustee in compliance with such request or direction; (fh) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Owners; 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 but the Trustee, not reasonably assured to the Trustee by the security afforded to in its discretion, may make such further inquiry or investigation into such facts or matters as it by the terms of this Agreementmay see fit and, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) if the Trustee shall not determine to make such further inquiry or investigation, it shall be liable for any action it takes or omits entitled to take in good faith which it reasonably believes to be authorized by examine the Authorized Officer of any Person books, records and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication premises of the CertificatesIssuer and the Guarantors, personally or by agent or attorney; (i) the right of the Trustee to perform any discretionary act enumerated anything in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence Indenture or willful misconduct in the performance of such act; (j) pursuant any document related hereto to the terms of this Agreementcontrary notwithstanding, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G heretoform of action; and (mj) In the event that the Trustee is also acting as Registrarrights, transfer agentprotections, Paying Agent or Tax Matters Person hereunder, the rights immunities and protections indemnities afforded to the Trustee pursuant to under this section Indenture shall also be afforded to the RegistrarTrustee in any other capacity hereunder, transfer agentincluding, Paying Agent without limitation, as an Agent; provided that in and Tax Matters Personduring an Event of Default, only the Trustee, and not any Agent, shall be subject to the prudent person standard.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Certificate Insurer, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate or the Certificate Insurer (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G E hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, agent or Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, agent and Paying Agent and Tax Matters PersonAgent.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) the The Trustee (acting as Trustee or Tax Matters Person) may request rely, and may conclusively rely and shall will be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) 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 the document, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such a certificate or opinion. Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers or the Company, as applicable, shall be sufficient if signed by an Officer of the Issuers or the Company, as applicable. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be Incurred by it in compliance with such request or direction. (e) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 5.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under this Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) shall Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon;. (eg) No provision of this Indenture will require the Trustee shall be under no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise any of the its rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreementpowers, unless such Owners shall have offered to the Trustee security or it receives indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities which might be incurred by it in compliance with such request liability or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care;expense. (h) The Trustee may request that the Issuers deliver an Officers’ Certificate setting forth the name of the individuals and/or titles of Officers authorized at such time to take specific actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such Officers’ Certificate previously delivered and not superseded. (i) In no event shall the Trustee be liable, directly or indirectly, for any special, punitive, indirect or consequential damages (including, but not limited to, loss of profit), even if the Trustee has been advised of the possibility of such damages and regardless of the form of action. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized by or within the Authorized Officer of any Person and within its rights or powers under conferred upon it by this Agreement other than as to validity and sufficiency of its authentication of the Certificates;Indenture. (il) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give take notice or be deemed to have notice of any bond Default or surety Event of Default hereunder unless the Trustee shall be specifically notified in respect writing of such Default or Event of Default by the Company or by the Holders of at least 25% of the execution aggregate principal amount of the Trust Estate created hereby or Notes by written notice of such event sent to the powers granted hereunder;Trustee in accordance with Section 10.03, and such notice references the Notes and this Indenture. (lm) In no event shall the Trustee be responsible or liable for any failure or delay in the selection performance of investments its obligations hereunder arising out of or for investment losses incurred thereon. The Trustee shall have no liability in respect caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of losses incurred as a result war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or other unavailability of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G heretoFederal Reserve Bank wire or facsimile or other wire or communication facility; and (m) In the event it being understood that the Trustee is also acting shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, soon as practicable under the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personcircumstances.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act and subject to Section 10.01 hereof7.01: (a) in the absence of bad faith on the part of the Trustee, the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 6.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (e) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request request, direction, order or direction demand of the DepositorCompany, the Seller, Parent Guarantor or the Owners of any Class of Certificates Subsidiary Guarantor mentioned herein shall be sufficiently evidenced in writing; (c) whenever in by an Officer’s Certificate of the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunderCompany, the Trustee Parent Guarantor or such Subsidiary Guarantor as the case may be (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any Board Resolutions of the absence Company may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of bad faith on its part, rely upon the Company and any Board Resolutions of any other obligor may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of such other obligor; (dg) the Trustee may consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance accordance with such request advice or directionOpinion of Counsel; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the 2021 Debentures, the 2041 Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to a series of Debentures unless a Responsible Officer of the facts Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures of such series and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to a series of Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof:Subject to Trust Indenture Act Sections 315(a) through (d): (a) In the absence of bad faith on its part, the Trustee (acting as Trustee or Tax Matters Person) may request rely, and may conclusively rely and shall will be fully protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness 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 the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed by the Trustee with due care. (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the DepositorHolders, unless such Holders have offered to the SellerTrustee security or indemnity as it may reasonably require against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee will not be liable in its individual capacity for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing;Trustee, under the Indenture. (cf) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the The Trustee may consult with counsel, and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) shall Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action;. (g) the Trustee may execute any No provision of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) the right of Indenture will require the Trustee to perform expend or risk its own funds or otherwise incur 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (h) The Trustee shall not be liable in its individual capacity for an error in judgment made in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (i) 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 the Indenture. (j) The Trustee shall have no duty to see to any recording, filing or depositing of the Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to any such re-recording or re-filing or re-depositing thereof or to the maintenance of such security interest or the perfection thereof. (k) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless and until an Authorized a Responsible Officer of the Trustee has shall have received written notice from the Issuer or any Holder of the Securities or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or is Event of Default. (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (n) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations)person authorized to sign an Officer’s Certificate, that such information or calculations is or are incorrect, or (ii) unless there is a manifest error including any Person specified as so authorized in any such information;certificate previously delivered and not superseded. (ko) the The Trustee shall not be required to give any bond or surety in respect of the execution performance of its powers and duties hereunder. (p) Any notice, request or direction of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded Issuer to the Trustee pursuant to this section shall also mentioned herein will be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personsufficiently evidenced by an Officer’s Certificate.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) No provision of the Indenture or this Supplemental Indenture shall require the Trustee (acting as Trustee to expend or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting risk its own funds or refraining from acting upon otherwise incur any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever financial liability in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction performance of any of its duties thereunder, or in the Owners pursuant exercise of any of its rights or powers, with respect to the Debentures or this AgreementSupplemental Indenture, unless such Owners if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the it. The Trustee shall not be bound deemed to make have notice or knowledge of any investigation into default or Event of Default with respect to the facts Debentures unless a Responsible Officer of the Trustee in its Corporate Trust Office has actual knowledge thereof or matters stated unless written or electronic notice of any event which is in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so fact such a default is received by the OwnersTrustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a default or Event of Default, the Debentures and this Indenture. When used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Debentures. The Trustee agrees to accept notice pursuant to this paragraph sent by unsecured electronic transmission; provided, however, that if (1) the payment within a reasonable time party providing such written notice, subsequent to such transmission of written notice, shall provide the originally executed notice to the Trustee in a timely manner, and (2) such originally executed notice shall be signed by an authorized representative of the costs, expenses or liabilities likely to be incurred by it in the making of party providing 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due care; (h) the notice. The Trustee shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights expenses arising directly or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee indirectly from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under reasonable reliance upon such notice notwithstanding such notice is inconsistent with a subsequent notice. With respect to this Supplemental Indenture and the Agreement. The Trustee shall be entitled to rely Debentures, in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior to its stated maturity. The Trustee shall invest such loss or damage and reinvest amounts held in regardless of the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personform of action.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 10.01 hereof6.1: (a1) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b2) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee by an Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any resolution of the absence Board of bad faith on its part, rely upon Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the Issuer; (d3) the Trustee may consult with counsellegal counsel of its choice or other experts, and the advice of such counsel experts within the scope of such expert's areas of expertise or any opinion of counsel (selected in good faith by the Trustee) with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or opinion; (e4) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (5) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f6) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then by such Event of Default and Outstanding; providedPROVIDED that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor Trustee, shall be repaid by the Issuer upon demand; and (g7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, Seller or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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;; 91 (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act, and subject to Section 10.01 hereof5.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolutionBoard Resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificateor a Board Resolution; (dc) the Trustee may consult with counsel, counsel and the advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture or to institute, conduct or defend any litigation hereunder or in connection hereto at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor trustee, shall be repaid by the Issuer upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care;care by it hereunder. (h) the Trustee shall not be liable for deemed to have notice or be charged with knowledge of any action it takes default or omits Event of Default with respect to take in good faith which it reasonably believes the Securities, unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to be authorized a Responsible Officer by the Authorized Officer of Issuer or by any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication Holder of the Certificatesaffected series of Securities; (i) the right permissive rights of the Trustee to perform any discretionary act enumerated in this Agreement herein 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 actduties; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of its obligations under this Indenture; (k) the Trust Estate created hereby Trustee shall not be responsible for delays or the powers granted hereunderfailures in performance resulting from acts beyond its control, such acts including, but not limited to, acts of God, strikes, lockouts, riots and acts of war; (l) In anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result has been advised of the liquidation likelihood of any investment prior such loss or damage and regardless of the form of action; (m) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its stated maturity. The right to be indemnified, are extended to, and shall be enforceable by, the Trustee shall invest in each of its capacities hereunder, and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G heretoto each agent, custodian and other Person employed to act hereunder; and (mn) In the event Trustee may request that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, Issuer deliver an Officer’s Certificate setting forth the rights and protections afforded name of the individuals and/or titles of Officers authorized at such time to the Trustee take specific actions pursuant to this section shall also Indenture, which Officer’s Certificate may be afforded signed by any person authorized to the Registrarsign an Officer’s Certificate, transfer agent, Paying Agent including any person specified as so authorized in any such Officer’s Certificate previously delivered and Tax Matters Personnot superseded.

Certain Rights of the Trustee. Except as otherwise provided in Subject to Section 10.01 hereof7.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, Company or the Owners of any Class of Certificates Guarantor mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or any assistant secretary of the Company or the Guarantor, as the case may be; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Company or the Guarantor or, if paid by the Trustee or any such actionpredecessor Trustee, shall be repaid by the Company or the Guarantor upon demand; (g) 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 not regularly in its employ, attorneys, nominees or custodians and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) the Trustee shall not be liable for bound to make any action investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it takes may see fit, and if the Trustee shall determine to make such further inquiry or omits investigation, it shall be entitled to take in good faith which it reasonably believes to be authorized by examine during reasonable hours and upon reasonable notice the Authorized Officer of any Person books, records and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication premises of the CertificatesCompany or the Guarantor, or both, personally or by agent or attorney; (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person authorized to act hereunder. (k) The permissive rights of the Trustee to perform any discretionary act do things enumerated in this Agreement Indenture 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) duty unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personso specified herein.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof7.01: (a) the The Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, note security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request Any request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in writingthe name of the Company by an Authorized Officer (unless other evidence in respect thereof is specifically prescribed herein); (c) whenever Whenever in the administration of this Agreement Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) is entitled to receive and may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the The Trustee may consult with counsel, counsel of its selection and the advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Noteholders, pursuant to the provisions of this AgreementIndenture, unless such Owners Noteholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Notes (which has not been cured or waived) to exercise with respect to Notes of that series such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with such request their exercise, as a prudent man would exercise or directionuse under the circumstances in the conduct of his own affairs; (f) If an Event of Default shall have occurred and be continuing, the Trustee shall be under no obligation to follow any request, order or direction of the Company if in the reasonable judgment of the Trustee the following of such request, order or direction would not be in the best interests of all the holders; (g) The Trustee shall not be liable for any action taken or omitted to be taken 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 Indenture; (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, note security, or other paper papers or documentdocuments, unless requested in writing to do so by the Ownersholders of not less than a majority in principal amount of the outstanding Notes of the particular series affected thereby (determined as provided in Section 8.04); 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 AgreementIndenture, the Trustee may require reasonable security or indemnity against such costcosts, expense expenses or liability liabilities as a condition precedent to taking any such actionso proceeding; (gi) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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;hereunder; and (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, may (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee but shall not be required to give to) at any bond or surety in respect time bring an action on behalf of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonNoteholders against third parties.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act and subject to Section 10.01 hereof5.01: (a) in the absence of bad faith on its part, the Trustee (acting as Trustee or Tax Matters Personi) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security 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) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed), and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel and the any written advice or opinions of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or opinions; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the Owners; provided, however, that if Holders of not less than a majority in aggregate principal amount of the payment within a reasonable time to Securities of all series affected then Outstanding unless the Trustee of the costs, has received indemnity and/or security reasonably satisfactory to it against such reasonable 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 cost, expense or liability costs as a condition precedent to taking any proceeding; the expenses of every such actioninvestigation shall be paid by the Issuer; (g) 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 not regularly in its employ, attorneys, nominees or custodians and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received written notice thereof and such notice references the Securities and this Indenture; (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) in connection with the exercise by the Trustee of the rights and powers vested in it by this Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Indenture and the resignation or removal of the Trustee; (m) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith which in reliance on the certificate or opinion unless it reasonably believes to shall be authorized by proved that such action or omission was the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication result of the Certificates; (i) 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 Trustee’s negligence or willful misconduct in the performance of such act;misconduct; and (jo) pursuant The Issuer agrees with the Trustee and the paying agent that it will (a) advise the Trustee and the paying agent of any amendment or modification to the terms of this Agreementthe Notes that would constitute a “material modification” for the purpose of Section 1.1471-2(b)(2)(iv) of the U.S. Internal Revenue Code (including a significant modification as defined in Section 1.1001-3(e) of the U.S. Internal Revenue Code), the Servicer is required to furnish to and (b) provide the Trustee from time to time certain information and make various calculations which are relevant to the performance of paying agent, at the Trustee’s duties or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the AgreementTrustee and the paying agent to determine whether or not the Trustee and paying agent is obliged, in respect of any payments to be made by it pursuant to this Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to rely in good faith on any such information deduct FATCA Withholding Tax, and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred obligation to gross-up any payment hereunder or to pay any additional amount as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personsuch FATCA Withholding Tax.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Sponsor, the Certificate Insurer, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Master Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSponsor, the Seller, Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action 106 108 hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may rely conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel of its selection and the any advice of such counsel or any opinion of counsel (selected promptly confirmed in good faith by the Trustee) writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture (including, without limitation, pursuant to Section 5.1), unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have notice of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency Default of its authentication Event of the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as Default unless a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Responsible Officer of the Trustee has actual knowledge, knowledge thereof or unless written notice of any event which is advised in fact such a default is received by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect at the Corporate Trust Office of the execution of Trustee, and such notice references the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest Securities and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonIndenture.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 10.01 hereof6.1: (a1) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b2) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee by an Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any resolution of the absence Board of bad faith on its part, rely upon Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the Issuer; (d3) the The Trustee may consult with counsellegal counsel of its choice or other experts, and the advice of such counsel experts within the scope of such expert's area of expertise or any opinion of counsel (selected in good faith by the Trustee) with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereon;accordance with such advice or opinion. (e4) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (5) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f6) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected by such Event of Default and then Outstanding; providedPROVIDED that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such action;predecessor Trustee, shall be repaid by the Issuer upon demand; and (g7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Certificate Insurer, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodians; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Master Servicer is required to furnish to the Trustee from time to time certain information and to make various calculations which are relevant to the performance of the Trustee’s 's duties under the this Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmationsfacsimile confirmation), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof7.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, note security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Company mentioned herein shall be sufficiently evidenced by a Management Committee Resolution or an instrument signed in writingthe name of the Company by an Authorized Person (unless other evidence in respect thereof is specifically prescribed herein); (c) whenever in before the administration Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of this Agreement Counsel or both covering such customary matters as the Trustee shall deem it desirable that a matter reasonably request. The Trustee will not be proved or established prior to taking, suffering or omitting liable for any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, it takes or omits to take in the absence good faith in reliance on such Officers’ Certificate or Opinion of bad faith on its part, rely upon an Officer’s Certificate; (d) the Counsel. The Trustee may consult with counsel, counsel and the written advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (ed) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Noteholders, pursuant to the provisions of this AgreementIndenture, unless such Owners Noteholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Notes (which has not been cured or waived) to exercise with respect to Notes of that series such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent individual would exercise or use under the circumstances in the conduct of his own affairs; (e) if an Event of Default shall have occurred and be continuing, the Trustee shall be under no obligation to follow any request, order or direction of the Company if in the reasonable judgment of the Trustee the following of such request request, order or directiondirection would not be in the best interests of all the holders; (f) the Trustee shall not be liable for any action taken or omitted to be taken 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 Indenture; (g) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, note security, or other paper papers or documentdocuments, unless requested in writing to do so by the Ownersholders of not less than a majority in principal amount of the Outstanding Notes of the particular series affected thereby (determined as provided in Section 8.04); 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 AgreementIndenture, the Trustee may require reasonable security or indemnity against such costcosts, expense expenses or liability liabilities as a condition precedent to taking any so proceeding. The documented expenses reasonably incurred of every such actionexamination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; (gh) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates;hereunder; and (i) 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; may (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee but shall not be required to give to) at any bond or surety in respect time bring an action on behalf of the execution holders of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonNotes against third parties.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSeller, the Seller, Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counselcounsel of its selection, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon;; 203968.5d (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested but the Trustee in writing to do so by the Ownersits discretion may make such further inquiry or investigation into such facts or matters as it may see fit; 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 cost, expense or liability as a condition precedent to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be repaid by the Servicer upon demand by the Trustee from the Servicer's own funds; (g) 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, nominees or custodians and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due carecare by it hereunder; (h) the Trustee shall not be personally liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the CertificatesAgreement; (i) 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;; and (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSponsor, the Seller, Group I Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such action; see fit; 100 106 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act and subject to Section 10.01 hereof6.01: (a) in the absence of bad faith on the part of the Trustee, the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (e) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request request, direction, order or direction demand of the Depositor, the Seller, Company or the Owners of any Class of Certificates Guarantors mentioned herein shall be sufficiently evidenced in writing; (c) whenever in by an Officer’s Certificate of the administration of this Agreement Company or the Trustee shall deem it desirable that a matter applicable Guarantor as the case may be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof be herein specifically prescribed) may, in ); and any Board Resolution may be evidenced to the absence Trustee by a copy thereof certified by the secretary or an assistant secretary of bad faith on its part, rely upon the Company and any Guarantor Authorizing Resolution may be evidenced to the Trustee by a copy thereof certified by the secretary or an Officer’s Certificateassistant secretary of the applicable Guarantor; (dg) the Trustee may consult with counsel, counsel and the any advice or Opinion of such counsel or any opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or Opinion of Counsel; (eh) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (i) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (fj) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, howeverthat, 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 AgreementIndenture, the Trustee may require reasonable indemnity satisfactory to it against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Company, or, if paid by the Trustee or any such actionpredecessor trustee, shall be repaid by the Company upon demand; (gk) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care; (h) the Trustee shall not be liable for any action care by it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to its agents; (m) in no event shall the Trustee be responsible or liable for the selection of investments any failure or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held delay in the Certificate Account in Eligible Investments as set forth in Schedule I-G heretoperformance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; and (mn) In the event Trustee may request that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, Company deliver a certificate setting forth the rights and protections afforded names of individuals and/or titles of officers authorized at such time to the Trustee take specified actions pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonIndenture.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 109 bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate or the Certificate Insurer (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, Seller or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; 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 cost, expense or liability as a condition precedent to taking any such action; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees attorneys or custodians and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee appointed with due carecustodian; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s 's duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in (a) Subject to the provisions of Section 10.01 hereof3.6: (ai) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document whether in its original or facsimile form reasonably believed by it to be genuine and to have been signed signed, sent or presented by the proper party or parties; (bii) any request direction or direction act of the Depositor, Depositor acting on behalf of or in connection with the Seller, or the Owners of any Class of Certificates mentioned herein Trust as contemplated by this Trust Agreement shall be sufficiently evidenced in writingby an Officer's Certificate of the Depositor; (ciii) whenever in the administration of this Agreement Trust Agreement, the Trustee shall deem it desirable that a matter be proved or established prior to before taking, suffering or omitting to take any action hereunder, the Trustee (unless other evidence be is herein specifically prescribed) may, may request and in the absence of bad faith on its part, part conclusively rely upon an Officer’s 's Certificate; (div) the Trustee may consult with counselcounsel or other experts of its own selection, and the advice or opinion of such counsel and experts with respect to legal matters or any opinion advice within the scope of counsel (selected in good faith by the Trustee) such experts' areas of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereonaccordance with such advice or opinion; such counsel may be, but shall not be limited to, counsel to the Depositor or any of its Affiliates, and may include any of its employees. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction; (ev) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or at the request or direction of any of Holder or the Owners pursuant to this AgreementDepositor, unless (a) such Owners Holder or the Depositor shall have offered provided to the Trustee security or indemnity and indemnity, reasonably satisfactory to it the Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the reasonable expenses of the Trustee's agents, nominees or custodians) and liabilities which that might be incurred by it in compliance complying with such request or direction, including such reasonable advances as may be requested by the Trustee and (b) the Trustee has been provided with the legal opinions, if any, required by this Trust Agreement; (fvi) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Owners; 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 but the Trustee, not reasonably assured to in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may deem necessary at the Trustee expense of the Trust and shall incur no liability of any kind by the security afforded to it by the terms reason of this Agreement, the Trustee may require reasonable indemnity against such cost, expense inquiry or liability as a condition precedent to taking any such actioninvestigation; (gvii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneyscustodians, nominees or custodians attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee appointed attorney selected in good faith and with due carecare (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to monitor, and shall assume no personal liability for, the actions of the Depositor or any other Person in connection with their duties under this Trust Agreement or in connection with the Trust generally; (hviii) any action taken by the Trustee or its agents hereunder shall bind the Trust and the Holders, and the signature of the Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Trustee to so act or as to its compliance with any of the terms and provisions of this Trust Agreement, both of which shall be conclusively evidenced by the Trustee's or its agent's taking such action; (ix) whenever in the administration of this Trust Agreement the Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Trustee may request instructions from the Depositor; (x) except as otherwise expressly provided by this Trust Agreement, the Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement; (xi) the Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall be advised by counsel, that such action is likely to result in personal liability for the Trustee or is contrary to applicable law or the terms of this Trust Agreement; (xii) under no circumstances shall the Trustee be personally liable for indebtedness evidenced by or arising under any of the documents to which the Trust or the Trustee is a party; and (xiii) the Trustee shall not be liable for the default or misconduct of any action it takes or omits to take agent, appointed by the Trustee in good faith and with due care, under any of the documents to which it reasonably believes the Trust or the Trustee is a party or otherwise (provided that such agent is not an Affiliate of the Trustee), and the Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other documents to which the Trust or the Trustee is a party that are required to be authorized performed by other Persons, including, without limitation, the Authorized Officer of any Person Administrative Agent and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates;Depositor. (ib) the right No provision of this Trust Agreement shall be deemed to impose any duty or obligation on the Trustee to perform any discretionary act enumerated or acts or exercise any right, power, duty or obligation conferred or imposed on it, 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 any jurisdiction in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrectit shall be illegal, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required [determined to give be] unqualified or incompetent in accordance with applicable law, to perform any bond such act or surety in respect of acts, or to exercise any such right, power, duty or obligation. Notwithstanding the execution of the Trust Estate created hereby above, no permissive power or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded authority available to the Trustee pursuant [under applicable law] shall be construed to be a duty [under this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonTrust Agreement].

Certain Rights of the Trustee. Except as otherwise provided in Subject to Section 10.01 hereof6.1: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may rely conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, -35- 42 opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel of its selection and the any advice of such counsel or any opinion of counsel (selected promptly confirmed in good faith by the Trustee) writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture (including, without limitation, pursuant to Section 5.1), unless such Owners Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, 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 AgreementIndenture, the Trustee may require reasonable indemnity against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized by the Authorized Officer have notice of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency Default of its authentication Event of the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as Default unless a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Responsible Officer of the Trustee has actual knowledge, knowledge thereof or unless written notice of any event which is advised in fact such a default is received by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect at the Corporate Trust Office of the execution of Trustee, and such notice references the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest Securities and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters PersonIndenture.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 9.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, Seller or the Owners of any Class of Certificates mentioned herein shall be sufficiently sufficient if evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such action;see fit; 116 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 9.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, Seller or the Owners of any Class of Certificates mentioned herein shall be sufficiently sufficient if evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, 104 suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the Depositor, the Seller, the Certificate Insurer, or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) or any opinion of counsel delivered to the Trustee hereunder shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Certificate Insurer or the Owners pursuant to this Agreement, unless the Certificate Insurer or such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneysaffiliates, nominees attorneys or custodians and custodians; provided, however, that the Trustee shall not be responsible for any willful misconduct (i) delegate or gross negligence on assign the part execution of any agentof its trusts or powers or the performance of its duties under Sections 7.02(c), attorney7.02(d), custodian 7.03(c), 7.09 or nominee appointed with due care11.16 of this Agreement or (ii) resume the execution of any of its trusts or powers or the performance of its duties under Sections 7.02(c), 7.02(d), 7.03(c), 7.09 or 11.16 of this Agreement after having previously 115 delegated or assigned such execution or performance, in either case without the prior written consent of the Master Servicer; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Master Servicer is required to furnish to the Trustee from time to time certain information and to make various calculations which are relevant to the performance of the Trustee’s 's duties under the this Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by the Certificate Insurer or any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmationsfacsimile confirmation), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information;; and (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in Section 10.01 10.1 hereof: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 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; (b) any request or direction of the DepositorSponsor, the Seller, Certificate Insurer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (d) the Trustee may consult with counsel, and the written advice of such counsel or any opinion of counsel (selected in good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement, unless such Owners shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities 105 which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, unless requested in writing to do so by the Owners; provided, however, that if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as 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 cost, expense or liability as a condition precedent to taking any such actionsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian agent or nominee attorney appointed and supervised with due care;care by it hereunder; and (h) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any Person and or within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication of the Certificates; (i) 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; (j) pursuant to the terms of this Agreement, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations), that such information or calculations is or are incorrect, or (ii) unless there is a manifest error in any such information; (k) the Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Person.

Certain Rights of the Trustee. Except as otherwise provided in In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 10.01 hereof6.01: (a) the Trustee (acting as Trustee or Tax Matters Person) may request and may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Depositor, the Seller, or the Owners of any Class of Certificates Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in writingrespect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the General Partner; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel, counsel of its selection and the any advice of such counsel or any opinion Opinion of counsel (selected in good faith by the Trustee) Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereonthereon in accordance with such advice or Opinion of Counsel; (ed) the Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Agreement Indenture at the request request, order or direction of any of the Owners Securityholders pursuant to the provisions of this AgreementIndenture, unless such Owners Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in compliance with such request good faith and believed by it to be authorized or directionwithin the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, note debenture, note, coupon, security, or other paper or document, document unless requested in writing so to do so by the OwnersHolders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; providedprovided that, however, that if the payment within a reasonable time to the Trustee 40 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 AgreementIndenture, the Trustee may require reasonable indemnity satisfactory to it against such cost, expense expenses or liability liabilities as a condition precedent to taking proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any such actionpredecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, nominees agents or custodians attorneys not regularly in its employ and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian such agent or nominee attorney appointed with due carecare by it hereunder; (h) the Trustee shall not be liable for deemed to have notice of any action it takes Default or omits to take Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in good faith which it reasonably believes to be authorized fact such a default is received by the Authorized Officer of any Person and within its rights or powers under this Agreement other than as to validity and sufficiency of its authentication Trustee at the Corporate Trust Office of the CertificatesTrustee, and such notice references the Securities and this Indenture; (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right of to be indemnified, are extended to, and shall be enforceable by, the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a dutyeach of its capacities hereunder, and the Trustee shall not be answerable for each agent, custodian and other than its negligence or willful misconduct in the performance of such act;Person employed to act hereunder; and (j) the Trustee may request that the Issuer deliver an Officer's Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the terms of this AgreementIndenture, the Servicer is required to furnish to the Trustee from time to time certain information and make various calculations which are relevant to the performance of the Trustee’s duties under the Agreement. The Trustee shall Officer's Certificate may be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, (i) unless and until an Authorized Officer of the Trustee has actual knowledge, or is advised signed by any Owner of a Certificate (either in writing or orally with prompt written or telecopy confirmations)person authorized to sign an Officer's Certificate, that such information or calculations is or are incorrect, or (ii) unless there is a manifest error including any person specified as so authorized in any such information; (k) the Trustee shall certificate previously delivered and not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder; (l) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity. The Trustee shall invest and reinvest amounts held in the Certificate Account in Eligible Investments as set forth in Schedule I-G hereto; and (m) In the event that the Trustee is also acting as Registrar, transfer agent, Paying Agent or Tax Matters Person hereunder, the rights and protections afforded to the Trustee pursuant to this section shall also be afforded to the Registrar, transfer agent, Paying Agent and Tax Matters Personsuperseded.