Common use of Duties of Indenture Trustee Clause in Contracts

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use in the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate and the accuracy of any mathematical calculations or other facts stated therein)Transaction Documents to which the Indenture Trustee is a party. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Article VISection. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the . (h) The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges purpose of the Servicer this Trust as set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI section and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need Indenture. If any such instrument is found not confirm or investigate to conform in any material respect to the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) requirements of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any notify the Noteholders of such default or instrument in the event has occurred. For the avoidance of doubt, receipt by that the Indenture Trustee of Trustee, after so requesting, does not receive a Review Report shall not constitute actual knowledge of any breach of representation or warrantysatisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Article VISection. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) The Subject to the other provisions of this Indenture and the Basic Documents, the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, warranty unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred The Issuer and is continuing, each Holder authorizes and directs the Indenture Trustee shall to enter into the Transaction Documents to which it is a party and to perform its obligations and exercise the its rights and powers vested thereunder in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsaccordance therewith. (b) Except during Notwithstanding any provision of this Indenture or any other Transaction Document to the continuance of an Event of Defaultcontrary: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Transaction Document to which it is a party and no implied duties, covenants or obligations shall be read into this Indenture or any other document such Transaction Document against the Indenture TrusteeTrustee (it being agreed that the permissive right of the Indenture Trustee to do things enumerated in this Indenture or any Transaction Document shall not be construed as a duty); and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however. The Indenture Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions specifically required by any provision of this Indenture hereof to be furnished provided to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer unless it is proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture.by it pursuant to Section 5.05; and (div) Every no provision of this Indenture that in or any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hd) Every provision of this Indenture or any other Transaction Document that in any way relates to the Indenture Trustee is subject to this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this Indenture or any other Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIASection. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, warranty unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (or similar documents) or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates (or similar documents) and opinions to determine whether or not they conform on their face to the requirements of this Indenture; provided that the Indenture (but need Trustee shall not confirm or investigate be responsible for the accuracy or content of any mathematical calculations certificate (or other facts stated therein)similar document) or opinion furnished to it pursuant to the terms of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be personally liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of by it pursuant to Section 5.11 or for exercising or omitting to exercise any trust or power conferred upon the Outstanding Amount of the Controlling Securities in accordance with the terms of Indenture Trustee under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Article VISection. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer and except to the extent of income or other gain on investments which are deposits in or certificates of deposit of the Indenture Trustee in its commercial capacity. (f) Money held in trust by the Indenture Trustee need not shall be segregated from other funds except to the extent required permitted by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to performhowever, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as that the Indenture Trustee shall not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses and further provided that nothing in this Section 6.1(g) shall be construed to limit the successor to, and be vested with exercise by the rights, duties, powers and privileges Indenture Trustee of any right or remedy permitted under this Indenture or otherwise in the event of the Servicer in accordance with Issuer's failure to pay the terms Indenture Trustee's fees and expenses pursuant to Section 6.7. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of this Indenturerepayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Collateral pursuant to Section 6.7. (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jh) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Trustee Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such the Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge take notice and in the absence of such Default, Event of Default or breach of representation or warranty or (2) written actual notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documentsand knowledge, the Indenture Trustee shall have may conclusively assume that there is no obligation to take any action to determine whether any such default or event has occurred. For the avoidance Event of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyDefault.

Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Indenture Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or any other document the Basic Documents against the Indenture Trustee; and (ii) in the absence of bad faith on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture and the Basic Documents; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate and the accuracy of any mathematical calculations or other facts stated therein)Basic Documents. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;6.1; and (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIASection 6.1. (ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Collateral. Trust, (jD) The Indenture Trustee shall not be charged with knowledge to confirm, recalculate or verify the contents or accuracy of any Default, Event of Default reports or breach of representation or warranty, or be required certificates delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default this Indenture or event has occurred. For the avoidance of doubt, receipt Sale and Servicing Agreement believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any breach of representation the Issuer’s, the Seller’s or warrantythe Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement. (h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture; (2) the Indenture Trustee shall not be personally liable for an error of judgment made in good faith, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (but need 3) the Indenture Trustee shall not confirm be personally liable with respect to any action taken, suffered or investigate omitted to be taken in good faith in accordance with the accuracy direction of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the time, method and place of conducting any mathematical calculations proceeding for any remedy available to the Indenture Trustee, or other facts stated therein)exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Issuer, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or be responsible for the performance of, any regulation or pursuant to subpoena. (e) If pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during has been breached with respect to a Receivable that would materially and adversely affect such timeReceivable, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of give prompt written notice to the Servicer in accordance with and the terms Owner Trustee of this Indenturesuch incorrectness. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jf) The Indenture Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) other event unless an Authorized Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty. (g) In no event shall the Indenture 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, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics or pandemics, and interruptions, loss or malfunctions of utilities, communications systems or services; provided, that the Indenture Trustee shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) In no event shall the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party. (i) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein. (j) In no event shall the Indenture Trustee be liable for failure to perform its obligations hereunder if such failure is a result of another Transaction Party’s failure to perform its responsibilities or obligations in this Indenture or other Basic Documents.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically expressly set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports, instruments or opinions other documents furnished to the Indenture Trustee and conforming conforming, on their faces, to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, opinions or other documents (including, but not limited to, any reports or statements furnished by the Servicer) reasonably believed by the Indenture Trustee to be genuine and to have been furnished by the proper party to the Indenture Trustee and which on their face, do not contradict the requirements of this Indenture; (ii) this paragraph (c) does not limit the effect of paragraph (ba) of this Section 6.01; (iiiii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iiiiv) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. Noteholders (dincluding directions pursuant to Sections 5.13 or 5.17 hereof) Every provision of this Indenture that in or exercising any way relates to trust or power or remedy conferred upon the Indenture Trustee is subject to under this Article VI.Indenture; and (ev) The Indenture Trustee shall not be liable for interest on charged with knowledge of any money received failure by it except as the Servicer to comply with any of its obligations under the Sale and Servicing Agreement or any breach of representations or warranties under the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee may agree in writing with obtains actual knowledge of such failure or breach or the Issuing EntityIndenture Trustee receives written notice of such failure or breach from the Servicer. (fd) Money held Except with respect to duties of the Indenture Trustee prescribed by the TIA, as to which this Section 6.01(d) shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.01(c), 5.01(d), 5.01(e), 5.01(f), 5.01(g) or 5.01(h) hereof or any Default described in Sections 5.01(c) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee’s corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Issuing Entity, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to perform, or be responsible for the performance of, any provisions of this Section 6.01 and to the provisions of the obligations TIA. (g) Notwithstanding any extinguishment of all right, title and interest of the Servicer under this Indenture except during Issuing Entity in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the rights of Noteholders shall continue to be governed by the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the The Indenture Trustee shall be subject at all times retain possession of the Indenture Trustee’s Mortgage Files in the State of Illinois or the State of California, except for those Indenture Trustee’s Mortgage Files or portions thereof released to the provisions of Servicer pursuant to this Article VI Indenture or the Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (ia) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iib) to see to any insurance or insurance, (iiic) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. Trust Estate from funds available in the Payment Account or (jd) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event reports or certificates of Default or breach of representation or warranty, or be required the Servicer delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt this Indenture believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation trustee to be genuine and to have been signed or warrantypresented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-recording, refiling filing or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) Trust Fund. The Indenture Trustee Trustee, or a Responsible Officer thereof, shall not only be charged with actual knowledge of any Defaultdefault, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge the Indenture Trustee receives written notice of such Defaultdefault, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of representation or warranty or (2) written the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such Defaultactual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantybreach.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture; (2) the Indenture Trustee shall not be personally liable for an error of judgment made in good faith, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (but need 3) the Indenture Trustee shall not confirm be personally liable with respect to any action taken, suffered or investigate omitted to be taken in good faith in accordance with the accuracy direction of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the time, method and place of conducting any mathematical calculations proceeding for any remedy available to the Indenture Trustee, or other facts stated therein)exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Issuer, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee has actual knowledge or receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during has been breached with respect to a Receivable that would materially and adversely affect such timeReceivable, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of give prompt written notice to the Servicer in accordance with and the terms Owner Trustee of this Indenturesuch incorrectness. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jf) The Indenture Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) other event unless an Authorized Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty. (g) In no event shall the Indenture 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, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. (h) In no event shall the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party. (i) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein. (j) In no event shall the Indenture Trustee be liable for failure to perform its obligations hereunder if such failure is a result of another Transaction Party’s failure to perform its responsibilities or obligations in this Indenture or other Basic Documents.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from of (i) the Holders of at least a majority of the Outstanding Amount of the Controlling Securities in accordance with Notes, voting as a single class (excluding for such purposes the terms outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (ec) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing has been breached with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of Receivable that would materially and adversely affect such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic DocumentsReceivable, the Indenture Trustee shall have no obligation give prompt written notice to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by Servicer and the Indenture Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantysuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverPROVIDED, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to itHOWEVER, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreementother Basic Documents. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it. (g) Except as expressly provided in the Basic Documents, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toTrust Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureTrust Student Loans. (h) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (i) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection 6.01(a), Section 6.01(b) and Section 6.01(c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement or the Sale and Servicing Administration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIATrust Indenture Act. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Storm Recovery Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralStorm Recovery Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Storm Recovery Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Storm Recovery Bonds or the Basic Documents. (l) Commencing with March 15, 2023, on or before March 15th of each fiscal year ending December 31, so long as the Issuer is required to determine whether any such default or event has occurred. For file Exchange Act reports, the avoidance Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyand delivered pursuant to Section 6.01(l)(i).

Duties of Indenture Trustee. (a) If a Responsible Officer of the Indenture Trustee has actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that Notwithstanding anything to the contrary contained herein, in any way relates to no event shall the Indenture Trustee is subject be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to this Article VIlost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement[Reserved.] (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Estate. (jk) The Indenture Trustee shall determine LIBOR as of each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of LIBOR by the Indenture Trustee, in absence of manifest error, shall be conclusive for all purposes and binding on the Noteholders. (l) The Indenture Trustee shall not be charged with deemed to have knowledge of any Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or Servicer Termination Event, breach of representation or warranty or (2) other event unless a Responsible Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in Indenture or the other Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report under the Asset Representations Review Agreement shall not constitute actual knowledge of any breach of representation or warrantysuch breach.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii2) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii3) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from of (i) the Holders of at least a majority of the Outstanding Amount of the Controlling Securities in accordance with Notes, voting as a single class (excluding for such purposes the terms outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (ec) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing has been breached with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of Receivable that would materially and adversely affect such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic DocumentsReceivable, the Indenture Trustee shall have no obligation give prompt written notice to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by Servicer and the Indenture Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantysuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, reports or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates certificates, reports and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (h) [Reserved]. (i) The Indenture Trustee hereby accepts appointment as Certificate Paying Agent under the Trust Agreement and agrees to be bound by the provisions of the Trust Agreement relating to the Certificate Paying Agent. The Indenture Trustee hereby agrees to be bound by the provisions of Article IX of the Trust Agreement. The rights and privileges of the Indenture Trustee granted under this Article shall be construed to include its appointment as Certificate Paying Agent. (j) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Event of Default (except for an Event of Default specified in clause (a) of the definition thereof) unless a Responsible Officer of the Indenture Trustee shall have received written notice or have actual knowledge thereof. In the absence of receipt of such notice or such knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (k) The Indenture Trustee shall have no duty (i) to see to any recording, filing, recording or depositing filing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, interest or to see to the maintenance of any such recording or filing or depositing or to any re-recording, rerecording or refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateralthereof. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default --------------------------- has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and -------- ------- opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreementother Basic Documents. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it. (g) Except as expressly provided in the Basic Documents, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toTrust Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureTrust Student Loans. (h) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (i) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, reports or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates certificates, reports and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11 or any direction from a majority the Credit Enhancer that the Credit Enhancer is entitled to give under any of the Outstanding Amount of the Controlling Securities in accordance with the terms of this IndentureBasic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of TIA. (h) With respect to each Payment Date, on the TIABusiness Day following the related Determination Date, the Indenture Trustee shall forward or cause to be forwarded by mail, or other mutually agreed-upon method, to the Credit Enhancer and the Servicer, a statement setting forth, to the extent applicable, during the Pre-Funding Period, the Pre-Funded Amount as of such Payment Date and any transfers of funds in connection therewith. (i) The Indenture Trustee hereby accepts appointment as Certificate Paying Agent under the Trust Agreement and agrees to be bound by the provisions of the Trust Agreement relating to the Certificate Paying Agent. The Indenture Trustee hereby agrees to be bound by the provisions of Article IX of the Trust Agreement. (j) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Event of Default (except for an Event of Default specified in clause (a) of the definition thereof) unless a Responsible Officer of the Indenture Trustee shall have received written notice or have actual knowledge thereof. In the absence of receipt of such notice or such knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (k) The Indenture Trustee shall have no duty (i) to see to any recording, filing, recording or depositing filing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, interest or to see to the maintenance of any such recording or filing or depositing or to any re-recording, rerecording or refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateralthereof. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph subsection (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of by it pursuant to Sections 5.13 or 5.17 hereof or exercising any trust or power or remedy conferred upon the Outstanding Amount of the Controlling Securities in accordance with the terms of Indenture Trustee under this Indenture. (d) Every provision Except with respect to duties of this Indenture that in any way relates to the Indenture Trustee is subject prescribed by the TIA, as to which this Article VI. (eSection 6.01(d) The shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be liable for interest on deemed to have notice or knowledge of any money received by it except as Event of Default described in Sections 5.01(e) or 5.01(f) hereof or any Default described in Sections 5.01(c) or 5.01(d) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee may agree Trustee's corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in writing with the Issuing Entity. (f) Money held in trust fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Trust, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to performthe provisions of this Section 6.01. (g) Notwithstanding any extinguishment of all right, or be responsible for the performance of, any title and interest of the obligations Trust in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the Servicer under this Indenture except during maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the Note Insurer and the rights of Noteholders and the Note Insurer shall continue to be governed by the terms of this Indenture. (h) Every provision The Indenture Trustee, the Collateral Agent or any successor Collateral Agent appointed pursuant to Section 9.08 of this the Sale and Servicing Agreement shall at all times retain possession of the Indenture relating Trustee's Mortgage Files in the State of Delaware or the State of New York (or, with respect to The Chase Manhattan Bank, as initial Collateral Agent, in the State of Texas), except for those Indenture Trustee's Mortgage Files or portions thereof released to the conduct Servicer or affecting the liability of Note Insurer pursuant to this Indenture, the Unaffiliated Seller's Agreement or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance or insurance, (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. Trust Estate from funds available in the Payment Account or (jD) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event reports or certificates of Default or breach of representation or warranty, or be required the Servicer delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt this Indenture believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation to be genuine and to have been signed or warrantypresented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection 6.01(a), Section 6.01(b) and Section 6.01(c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by applicable law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement or the Sale and Servicing Administration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIATrust Indenture Act. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Storm Recovery Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralStorm Recovery Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect the Storm Recovery Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Storm Recovery Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Storm Recovery Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2023, on or event has occurred. For before March 15th of each fiscal year ending December 31, so long as the avoidance Issuer is required to file Exchange Act reports, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyand delivered pursuant to Section 6.01(l)(i).

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection 6.01(a), Section 6.01(b) and Section 6.01(c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement or the Sale and Servicing Administration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIATrust Indenture Act. (i) The Indenture Trustee shall have no duty (i) to see to any recordingIn the event that U.S. Bank Trust Company, filingNational Association is also acting as Paying Agent or Storm Recovery Bond Registrar hereunder, or depositing the protections of this Indenture Article VI shall also be afforded to U.S. Bank Trust Company, National Association in its capacity as Paying Agent or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralStorm Recovery Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Storm Recovery Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Storm Recovery Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s or event has occurred. For Administrator’s obligations under the avoidance Basic Documents. (l) Commencing with March 15, 2025, on or before March 15th of doubteach fiscal year ending December 31, receipt so long as the Issuer is required to file Exchange Act reports, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of the Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, during the preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to Section 6.01(l)(i). (m) Any discretion, permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a Review Report duty or obligation. (n) The Indenture Trustee’s receipt of publicly available reports hereunder shall not constitute constructive or actual notice or knowledge of any breach of representation information contained therein or warrantydeterminable therefrom, including but not limited to a party’s compliance with covenants under the Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from not less than a majority of the Outstanding Note Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Subject to the other provisions of this Indenture and the other Transaction Documents, the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Default or Event of Default or breach of representation or warrantyDefault, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Default or Event of Default or breach of representation or warranty or (2) written notice of such Default, Default or Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Transaction Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii2) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii3) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from of (i) the Holders of at least a majority of the Outstanding Amount of the Controlling Securities in accordance with Notes, voting as a single class (excluding for such purposes the terms outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates), relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (ec) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing has been breached with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of Receivable that would materially and adversely affect such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic DocumentsReceivable, the Indenture Trustee shall have no obligation give prompt written notice to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by Servicer and the Indenture Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantysuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any the other document Basic Documents against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and and, if required by the terms of this Indenture or the other Basic Documents, conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a at the direction received from a majority of the Outstanding Amount of the Controlling Securities Noteholders in accordance with the terms of this Indenture; and (iv) the Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than as directed by the Servicer or the Administrator, in either case, from funds available in the Collection Account, (D) except as otherwise set forth in Section 6.1(b)(ii), to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to execute any certificates or other documents required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder, except with respect to the back-up certification provided pursuant to Article X of the Sale and Servicing Agreement. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jh) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1i) a Responsible Trustee Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2ii) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such the Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii2) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer faith, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii3) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities in accordance with Notes, voting as a single class, relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If a Responsible Officer of the Indenture Trustee has actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that Notwithstanding anything to the contrary contained herein, in any way relates to no event shall the Indenture Trustee is subject be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to this Article VIlost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement[Reserved.] (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Estate. (jk) The Indenture Trustee shall not be charged with deemed to have knowledge of any Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or Servicer Termination Event, breach of representation or warranty or (2) other event unless a Responsible Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in Indenture or the other Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report under the Asset Representations Review Agreement shall not constitute actual knowledge of any breach of representation or warrantysuch breach.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (ba) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and on their face conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, its own willful misconduct or its own willful misconductbad faith, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or upon a direction received by it from the requisite Noteholders pursuant to Article V; and (iv) the Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of (a) any failure by the Issuer to comply with its obligations hereunder or in the Operative Agreements or (b) any Default or Event of Default, unless a majority Responsible Officer of the Outstanding Amount Indenture Trustee assigned to and working in its corporate trust department obtains actual knowledge of such Default or Event of Default or shall have received written notice thereof. In the Controlling Securities in accordance with absence of such actual knowledge or notice, the terms Indenture Trustee may conclusively assume that there is no Default or Event of this IndentureDefault. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Article VISection. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Operative Agreements, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale Transfer and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit provided, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to performhowever, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as that the Indenture Trustee shall be the successor to, not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureexpenses. (hg) Every provision of this Indenture or any Operative Agreement relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section, Section 6.02 and to the provisions of the TIA. (h) The Indenture Trustee shall execute and deliver the Transfer and Servicing Agreement and perform its duties thereunder. (i) The Indenture Trustee shall not have no any duty (i) or obligation to see to manage, make any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed register, record, sell, dispose of, or levied againstotherwise deal with the Collateral, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Indenture Trustee is a party, except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the Indenture Trustee pursuant to this Agreement or any other Operative Agreement, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this Agreement; and no implied duties or obligations shall be read into this Agreement or any Operative Agreement against the Indenture Trustee. The Indenture Trustee agrees that it will, at the cost and expense of the Issuer, promptly take all action as may be necessary to discharge any liens on any part of the Collateral that result from actions by, or claims against itself (in its individual capacity, and not in the capacity of Indenture Trustee) that are not related to the administration of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jh) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Trustee Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such the Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer an officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Article VISection 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIA. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Recovery Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralRecovery Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Recovery Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Recovery Property. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Recovery Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2025, on or event has occurred. For before March 15 of each fiscal year ending December 31, the avoidance Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C attached hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report and delivered pursuant to clause (i). (m) The Indenture Trustee shall not constitute actual knowledge of be required to take any breach of representation action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with the Indenture, any other Basic Document or warrantyApplicable Law, or would involve the Indenture Trustee in personal liability.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, reports or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates certificates, reports and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11 or any direction from a majority the Enhancer that the Enhancer is entitled to give under any of the Outstanding Amount of the Controlling Securities in accordance with the terms of this IndentureBasic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of TIA. (h) With respect to each Payment Date, on the TIABusiness Day following the related Determination Date, the Indenture Trustee shall forward or cause to be forwarded by mail, or other mutually agreed-upon method, to the Enhancer and the Servicer, a statement setting forth, to the extent applicable, (i) during the Pre-Funding Period, the Pre-Funded Amount as of such Payment Date and any transfers of funds in connection therewith, and (ii) during the Revolving Period, the amount of Principal Collections to be deposited into the Funding Account in respect of such Payment Date, and the amount on deposit in the Funding Account as of such Payment Date, after giving effect to any amounts so deposited therein. (i) The Indenture Trustee hereby accepts appointment as Certificate Paying Agent under the Trust Agreement and agrees to be bound by the provisions of the Trust Agreement relating to the Certificate Paying Agent. The Indenture Trustee hereby agrees to be bound by the provisions of Article IX of the Trust Agreement. (j) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Event of Default (except for an Event of Default specified in clause (a) of the definition thereof) unless a Responsible Officer of the Indenture Trustee shall have received written notice or have actual knowledge thereof. In the absence of receipt of such notice or such knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (k) The Indenture Trustee shall have no duty (i) to see to any recording, filing, recording or depositing filing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, interest or to see to the maintenance of any such recording or filing or depositing or to any re-recording, rerecording or refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateralthereof. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Article VISection. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Trust Fund. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge take notice and in the absence of such Default, Event of Default or breach of representation or warranty or (2) written actual notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documentsand knowledge, the Indenture Trustee shall have may conclusively assume that there is no obligation to take any action to determine whether any such default or event has occurred. For the avoidance Event of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyDefault.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically expressly set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports, instruments or opinions other documents furnished to the Indenture Trustee and conforming conforming, on their faces, to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, opinions or other documents (including, but not limited to, any reports or statements furnished by the Servicer) reasonably believed by the Indenture Trustee to be genuine and to have been furnished by the proper party to the Indenture Trustee and which on their face, do not contradict the requirements of this Indenture; (ii) this paragraph (c) does not limit the effect of paragraph (ba) of this Section 6.01; (iiiii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iiiiv) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. Noteholders (dincluding directions pursuant to Sections 5.13 or 5.17 hereof) Every provision of this Indenture that in or exercising any way relates to trust or power or remedy conferred upon the Indenture Trustee is subject to under this Article VI.Indenture; and (ev) The Indenture Trustee shall not be liable for interest on charged with knowledge of any money received failure by it except as the Servicer to comply with any of its obligations under the Sale and Servicing Agreement or any breach of representations or warranties under the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee may agree in writing with obtains actual knowledge of such failure or breach or the Issuing EntityIndenture Trustee receives written notice of such failure or breach from the Servicer. (fd) Money held Except with respect to duties of the Indenture Trustee prescribed by the TIA, as to which this Section 6.01(d) shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.01(c), 5.01(d), 5.01(e), 5.01(f), 5.01(g) or 5.01(h) hereof or any Default described in Sections 5.01(c) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee’s corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Trust, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to perform, or be responsible for the performance of, any provisions of this Section 6.01 and to the provisions of the obligations TIA. (g) Notwithstanding any extinguishment of all right, title and interest of the Servicer under this Indenture except during Trust in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the rights of Noteholders shall continue to be governed by the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the The Indenture Trustee shall be subject at all times retain possession of the Indenture Trustee’s Mortgage Files in the State of Illinois or the State of California, except for those Indenture Trustee’s Mortgage Files or portions thereof released to the provisions of Servicer pursuant to this Article VI Indenture or the Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (ia) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iib) to see to any insurance or insurance, (iiic) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Estate from funds available in the Payment Account or (d) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture trustee to be genuine and to have been signed or presented by the proper party or parties. (j) The Indenture Trustee shall not prepare or shall cause to be charged with knowledge prepared, at the expense of the Sponsor, any Default, Event of Default or breach of representation or warranty, or be tax returns required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with be filed by the provisions of this Indenture. Except Trust as expressly set forth in Section 6.03 of the Basic DocumentsTrust Agreement and shall remit such returns to the Sponsor at least five days before such returns are due to be filed. The Seller, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Indenture Trustee and such returns shall be filed by, or at the direction of, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For with the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyappropriate tax authorities.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Article VISection 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement or the Sale and Servicing Administration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIA. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or System Restoration Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralSystem Restoration Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Transition Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Transition Property. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the System Restoration Bonds or the Basic Documents. (l) On or before March 31 of each fiscal year ending December 31, the Indenture Trustee shall (i) deliver to determine whether any such default or event has occurred. For the avoidance Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyand delivered pursuant to clause (i).

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection 6.01(a), Section 6.01(b) and Section 6.01(c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by applicable law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement or the Sale and Servicing Administration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIATrust Indenture Act. (i) The Indenture Trustee shall have no duty (i) to see to any recordingIn the event that U.S. Bank Trust Company, filingNational Association is also acting as Paying Agent or Securitization Bond Registrar hereunder, or depositing the rights, benefits, protections, immunities and indemnities of this Indenture Article VI shall also be afforded to U.S. Bank Trust Company, National Association in its capacity as Paying Agent or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralSecuritization Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect the Securitization Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Securitization Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Securitization Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2024, on or event has occurred. For before March 15th of each fiscal year ending December 31, so long as the avoidance Issuer is required to file Exchange Act reports, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report and delivered pursuant to Section 6.01(l)(i). (m) The Indenture Trustee shall not constitute actual knowledge be required to take any action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with this Indenture, any other Basic Document or applicable law, or would involve the Indenture Trustee in personal liability. (n) In no event shall the Indenture Trustee be liable for failure to perform its duties hereunder or under any other Basic Document if such failure is a direct result of any breach another party’s failure to perform its obligations hereunder or thereunder. (o) Any discretion, permissive right or privilege of representation the Indenture Trustee hereunder shall not be deemed to be or warrantyotherwise construed as a duty or obligation.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection 6.01(a), Section 6.01(b) and Section 6.01(c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by applicable law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement or the Sale and Servicing Administration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIATrust Indenture Act. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Securitized Utility Tariff Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralSecuritized Utility Tariff Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect the Securitized Utility Tariff Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Securitized Utility Tariff Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Securitized Utility Tariff Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with December 15, 2023, on or event has occurred. For before December 15th of each fiscal year ending September 30, so long as the avoidance Issuer is required to file Exchange Act reports, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the preceding fiscal year ended September 30, with each of the applicable servicing criteria specified on Exhibit C as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report and delivered pursuant to Section 6.01(l)(i). (m) The Indenture Trustee shall not constitute actual knowledge be required to take any action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with this Indenture, any other Basic Document or applicable law, or would involve the Indenture Trustee in personal liability. (n) In no event shall the Indenture Trustee be liable for failure to perform its duties hereunder or under any other Basic Document if such failure is a direct result of any breach another party’s failure to perform its obligations hereunder or thereunder. (o) Any discretion, permissive right or privilege of representation the Indenture Trustee hereunder shall not be deemed to be or warrantyotherwise construed as a duty or obligation.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI[Reserved.] (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement[Reserved.] (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) Trust Estate. The Indenture Trustee shall not be charged with actual knowledge of any Default, Default or an Event of Default if a Responsible Officer actually knows of such Default or Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) the Indenture Trustee receives written notice of such Default, Default or Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this IndentureIndenture from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Except as expressly set forth in Notwithstanding the Basic Documentsforegoing, the Indenture Trustee shall have no obligation not be required to take any action to determine whether any notice and in the absence of such default or event has occurred. For the avoidance of doubtactual notice and knowledge, receipt by the Indenture Trustee may conclusively assume that there is no such Default or Event of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyDefault.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph subsection (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of by it pursuant to Sections 5.13 or 5.17 hereof or exercising any trust or power or remedy conferred upon the Outstanding Amount of the Controlling Securities in accordance with the terms of Indenture Trustee under this Indenture. (d) Every provision Except with respect to duties of this Indenture that in any way relates to the Indenture Trustee is subject prescribed by the TIA, as to which this Article VI. (eSection 6.01(d) The shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be liable for interest on deemed to have notice or knowledge of any money received by it except as Event of Default described in Sections 5.01(e) or 5.01(f) hereof or any Default described in Sections 5.01(c) or 5.01(d) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee may agree Trustee's corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in writing with the Issuing Entity. (f) Money held in trust fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Trust, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to performthe provisions of this Section 6.01. (g) Notwithstanding any extinguishment of all right, or be responsible for the performance of, any title and interest of the obligations Trust in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the Servicer under this Indenture except during maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the Note Insurer and the rights of Noteholders and the Note Insurer shall continue to be governed by the terms of this Indenture. (h) Every provision The Indenture Trustee, the Collateral Agent or any successor Collateral Agent appointed pursuant to Section 9.08 of this the Sale and Servicing Agreement shall at all times retain possession of the Indenture relating Trustee's Mortgage Files in the State of Delaware or the State of New York (or, with respect to the conduct Chase Bank of Texas, N.A., as initial Collateral Agent, in the State of Texas), except for those Indenture Trustee's Mortgage Files or affecting the liability of or affording protection portions thereof released to the Indenture Trustee shall be subject Servicer or the Note Insurer pursuant to this Indenture, the provisions of this Article VI Unaffiliated Seller's Agreement or the Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance or insurance, (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. Trust Estate from funds available in the Payment Accounts or (jD) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event reports or certificates of Default or breach of representation or warranty, or be required the Servicer delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt this Indenture believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation to be genuine and to have been signed or warrantypresented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer an officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Article VISection 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIA. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Recovery Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralRecovery Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Recovery Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Recovery Property. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Recovery Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2023, on or event has occurred. For before March 15th of each fiscal year ending December 31, the avoidance Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C attached hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report and delivered pursuant to clause (i). (m) The Indenture Trustee shall not constitute actual knowledge of be required to take any breach of representation action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with the Indenture, any other Basic Document or warrantyApplicable Law, or would involve the Indenture Trustee in personal liability.

Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Indenture Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or any other document the Basic Documents against the Indenture TrusteeTrustee (including any implied duty to enforce another party’s obligations if the Basic Documents have not assigned such responsibility to a party); and (ii) in the absence of bad faith on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture and the Basic Documents; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate and the accuracy of any mathematical calculations or other facts stated therein)Basic Documents. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;6.1; and (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIASection 6.1. (ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Collateral. Trust, (jD) The Indenture Trustee shall not be charged with knowledge to confirm, recalculate or verify the contents or accuracy of any Default, Event of Default reports or breach of representation or warranty, or be required certificates delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default this Indenture or event has occurred. For the avoidance of doubt, receipt Sale and Servicing Agreement believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any breach of representation the Issuer’s, the Seller’s or warrantythe Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement. (h) In no event shall Computershare Trust Company, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Article VISection 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIA. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Securitized Utility Tariff Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralSecuritized Utility Tariff Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Securitized Utility Tariff Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Securitized Utility Tariff Property. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Securitized Utility Tariff Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2025, on or event has occurred. For before March 15 of each fiscal year ending December 31, the avoidance Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C attached hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report and delivered pursuant to clause (i). (m) The Indenture Trustee shall not constitute actual knowledge of be required to take any breach of representation action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with the Indenture, any other Basic Document or warrantyApplicable Law, or would involve the Indenture Trustee in personal liability.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (b) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; PROVIDED, HOWEVER, that: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from a majority of the Holders of at least 51% of the Outstanding Amount of the Controlling Securities in accordance with Class A Notes (acting together as a single class but excluding for such purposes the terms outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. Moreover, if more than one Indenture Trustee has been appointed, each Indenture Trustee shall owe any and all fiduciary duties only to the Class or Classes of Notes on whose behalf it shall have been appointed. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (e) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or be responsible for the performance of, any regulation or pursuant to subpoena. (f) Pursuant to Sections 3.02 and 4.08 of the obligations Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty or that a covenant of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor tohas been breached, and be vested with such incorrectness or breach materially and adversely affects the rights, duties, powers and privileges interests of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic DocumentsIssuer, the Indenture Trustee shall have no obligation give prompt written notice to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by Servicer and the Indenture Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantysuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI.[Reserved] (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.[Reserved] (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Trust Fund. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge take notice and in the absence of such Default, Event of Default or breach of representation or warranty or (2) written actual notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documentsand knowledge, the Indenture Trustee shall have may conclusively assume that there is no obligation to take any action to determine whether any such default or event has occurred. For the avoidance Event of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyDefault.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer an officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Article VISection 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIA. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Recovery Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralRecovery Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Recovery Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Recovery Property. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Recovery Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2024, on or event has occurred. For before March 15th of each fiscal year ending December 31, the avoidance Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C attached hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee of a Review Report and delivered pursuant to clause (i). (m) The Indenture Trustee shall not constitute actual knowledge of be required to take any breach of representation action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with the Indenture, any other Basic Document or warrantyApplicable Law, or would involve the Indenture Trustee in personal liability.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, reports or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates certificates, reports and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11 or any direction from a majority the Enhancer that the Enhancer is entitled to give under any of the Outstanding Amount of the Controlling Securities in accordance with the terms of this IndentureBasic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of TIA. (h) With respect to each Payment Date, on the TIABusiness Day following the related Determination Date, the Indenture Trustee shall forward or cause to be forwarded by mail, or other mutually agreed-upon method, to the Enhancer and the Servicer, a statement setting forth, to the extent applicable, during the Pre-Funding Period, the Pre-Funded Amount as of such Payment Date and any transfers of funds in connection therewith. (i) The Indenture Trustee hereby accepts appointment as Certificate Paying Agent under the Trust Agreement and agrees to be bound by the provisions of the Trust Agreement relating to the Certificate Paying Agent. The Indenture Trustee hereby agrees to be bound by the provisions of Article IX of the Trust Agreement. (j) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Event of Default (except for an Event of Default specified in clause (a) of the definition thereof) unless a Responsible Officer of the Indenture Trustee shall have received written notice or have actual knowledge thereof. In the absence of receipt of such notice or such knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (k) The Indenture Trustee shall have no duty (i) to see to any recording, filing, recording or depositing filing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, interest or to see to the maintenance of any such recording or filing or depositing or to any re-recording, rerecording or refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateralthereof. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically expressly set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports, instruments or opinions other documents furnished to the Indenture Trustee and conforming conforming, on their faces, to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, opinions or other documents (including, but not limited to, any reports or statements furnished by the Master Servicer or Backup Servicer) reasonably believed by the Indenture Trustee to be genuine and to have been furnished by the proper party to the Indenture Trustee and which on their face, do not contradict the requirements of this Indenture; (ii) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (iiiii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iiiiv) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of Noteholders or the Controlling Securities Note Insurer (including directions pursuant to Sections 5.13 or 5.17 hereof or in accordance with the terms direction of this Indenture. (dthe Note Insurer) Every provision of this Indenture that in or exercising any way relates to trust or power or remedy conferred upon the Indenture Trustee is subject to under this Article VI.Indenture; and (ev) The Indenture Trustee shall not be liable for interest on charged with knowledge of any money received failure by it except as the Master Servicer to comply with any of its obligations under the Sale and Servicing Agreement or any breach of representations or warranties under the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee may agree in writing with obtains actual knowledge of such failure or breach or the Issuing EntityIndenture Trustee receives written notice of such failure or breach from the Master Servicer, the Backup Servicer or the Note Insurer. (fd) Money held Except with respect to duties of the Indenture Trustee prescribed by the TIA, as to which this Section 6.01(d) shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.01(c), 5.01(d), 5.01(e), 5.01(f), 5.01(g) or 5.01(h) hereof or any Default described in Sections 5.01(c) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee’s corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Trust, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to perform, or be responsible for the performance of, any provisions of this Section 6.01 and to the provisions of the obligations TIA. (g) Notwithstanding any extinguishment of all right, title and interest of the Servicer under this Indenture except during Trust in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the Note Insurer and the rights of Noteholders and the Note Insurer shall continue to be governed by the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the The Indenture Trustee shall be subject at all times retain possession of the Indenture Trustee’s Mortgage Files in the State of California, except for those Indenture Trustee’s Mortgage Files or portions thereof released to the provisions of Master Servicer or the Note Insurer pursuant to this Article VI Indenture or the Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (ia) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iib) to see to any insurance or insurance, (iiic) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. Trust Estate from funds available in the Payment Accounts or (jD) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event reports or certificates of Default the Master Servicer or breach of representation or warranty, or be required the Backup Servicer delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt this Indenture believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation trustee to be genuine and to have been signed or warrantypresented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, but in the case of any such certificates or opinions specifically required which by any provision of this Indenture hereof are specifically required to be furnished to itthe Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of paragraph (b) of this Section 6.016.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indentureby it hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture Indenture, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Sale and Servicing Intercreditor Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIATrust Indenture Act. (i) The In the event that the Indenture Trustee shall have no duty (i) to see to any recordingis also acting as Paying Agent or Securitization Bond Registrar hereunder, filing, or depositing the protections of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see Article VI shall also be afforded to the maintenance of any such recording Indenture Trustee in its capacity as Paying Agent or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralSecuritization Bond Registrar. (j) The Except for the express duties of the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required respect to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take administer, service or collect Securitization Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Securitization Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any action indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Securitization Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to determine whether perform or be responsible for the performance of any such default of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2024, on or event has occurred. For before March 15th of each fiscal year ending December 31, so long as the avoidance Issuer is required to file Exchange Act reports, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of doubtthe Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, receipt during the preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to Section 6.01(l)(i). (m) The Indenture Trustee shall not be required to take any action that it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with this Indenture, any other Basic Document or applicable law, or would involve the Indenture Trustee in personal liability. (n) Any discretion, permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a Review Report duty or obligation. (o) The Indenture Trustee’s receipt of publicly available reports hereunder shall not constitute constructive or actual notice or knowledge of any breach of representation information contained therein or warrantydeterminable therefrom, including but not limited to a party’s compliance with covenants under the Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph clause (c) does not limit the effect of paragraph clause (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of Noteholders received by it pursuant to this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreementother Basic Documents. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth provided in the Basic Documents, the Indenture Trustee shall have no obligation to take any action administer, service or collect the Trust Student Loans or to determine whether any such default maintain, monitor or otherwise supervise the administration, servicing or collection of the Trust Student Loans. (h) In the event has occurred. For the avoidance of doubt, receipt by that the Indenture Trustee of a Review Report is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall not constitute actual knowledge of any breach of representation also be afforded to the Indenture Trustee in its capacity as Paying Agent or warrantyNote Registrar.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (c) The Indenture Trustee shall not incur any liability for not performing any act if such delay or failure was caused by forces beyond the control of the Indenture Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Indenture Trustee; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-recording, refiling filing or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) Trust Fund. The Indenture Trustee Trustee, or a Responsible Officer thereof, shall not only be charged with actual knowledge of any Defaultdefault, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge the Indenture Trustee receives written notice of such Defaultdefault, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of representation or warranty or (2) written the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such Defaultactual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantybreach.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph clause (c) does not limit the effect of paragraph clause (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of Noteholders received by it pursuant to this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreementother Basic Documents. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it. (g) Except as expressly provided in the Basic Documents, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toTrust Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureTrust Student Loans. (h) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (i) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (ij) The rights and protections of the Indenture Trustee under Sections 6.01 and 6.02 shall have no duty (i) apply to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance each of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralBasic Documents as though explicitly incorporated therein. (jk) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be For so long as reports are required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance be filed with the provisions Commission under the Exchange Act with respect to the Issuer, on or before March 1st of this Indenture. Except as expressly set forth each calendar year, commencing in the Basic Documents2007, the Indenture Trustee shall have no obligation deliver to take any action the Issuer and the Administrator a report (in form and substance reasonably satisfactory to determine whether any such default or event has occurred. For the avoidance Administrator, acting on behalf of doubt, receipt by the Issuer) regarding the Indenture Trustee Trustee’s assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Indenture Trustee, and shall address the Applicable Servicing Criteria specified on a Review Report shall not constitute actual knowledge certification substantially in the form of any breach of representation or warrantyExhibit C attached hereto.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, reports or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates certificates, reports and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11 or any direction from a majority the Enhancer that the Enhancer is entitled to give under any of the Outstanding Amount of the Controlling Securities in accordance with the terms of this IndentureBasic Documents. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Trust Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of TIA. (h) With respect to each Payment Date, on the TIABusiness Day following the related Determination Date, the Indenture Trustee shall forward or cause to be forwarded by mail, or other mutually agreed-upon method, to the Enhancer and the Servicer, a statement setting forth, to the extent applicable, (i) during the Pre-Funding Period, the Pre-Funded Amount as of such Payment Date and any transfers of funds in connection therewith, and (ii) during the Revolving Period, the amount of Principal Collections to be deposited into the Funding Account (including the Reserve Sub-Account) in respect of such Payment Date, and the amount on deposit in the Funding Account (including the Reserve Sub-Account) as of such Payment Date, after giving effect to any amounts so deposited therein. (i) The Indenture Trustee hereby accepts appointment as Certificate Paying Agent under the Trust Agreement and agrees to be bound by the provisions of the Trust Agreement relating to the Certificate Paying Agent. The Indenture Trustee hereby agrees to be bound by the provisions of Article IX of the Trust Agreement. (j) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Event of Default (except for an Event of Default specified in clause (a) of the definition thereof) unless a Responsible Officer of the Indenture Trustee shall have received written notice or have actual knowledge thereof. In the absence of receipt of such notice or such knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (k) The Indenture Trustee shall have no duty (i) to see to any recording, filing, recording or depositing filing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, interest or to see to the maintenance of any such recording or filing or depositing or to any re-recording, rerecording or refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateralthereof. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and is continuingremains uncured, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.. The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement, to the extent provided in this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Indenture Trustee shall take action as it deems appropriate to have the instrument corrected. No provision of this Agreement shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own gross negligent failure to act or its own misconduct, its grossly negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided that: (bi) Except during prior to the continuance occurrence of an Event of Default: (i) , and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee undertakes to perform shall be determined solely by the express provisions of this Agreement, the Indenture Trustee shall not be liable, individually or as Indenture Trustee, except for the performance of such duties and only such duties obligations as are specifically set forth in this Indenture and Agreement, no implied covenants or obligations shall be read into this Indenture or any other document Agreement against the Indenture Trustee; and (ii) in the absence of bad faith on its part, Trustee and the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, Agreement that it reasonably believed in the case of certificates or opinions specifically required by any provision of this Indenture good faith to be furnished genuine and to it, have been duly executed by the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of proper authorities respecting any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01matters arising hereunder; (ii) the Indenture Trustee shall not be liable liable, individually or as Indenture Trustee, for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee, unless it is proved that the Indenture Trustee was grossly negligent or acted in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable bad faith or with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenturewillful misfeasance. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically expressly set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports, instruments or opinions other documents furnished to the Indenture Trustee and conforming conforming, on their faces, to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, opinions or other documents (including, but not limited to, any reports or statements furnished by the Master Servicer or Backup Servicer) reasonably believed by the Indenture Trustee to be genuine and to have been furnished by the proper party to the Indenture Trustee and which on their face, do not contradict the requirements of this Indenture; (ii) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (iiiii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iiiiv) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of Noteholders or the Controlling Securities Note Insurer (including directions pursuant to Sections 5.13 or 5.17 hereof or in accordance with the terms direction of this Indenture. (dthe Note Insurer) Every provision of this Indenture that in or exercising any way relates to trust or power or remedy conferred upon the Indenture Trustee is subject to under this Article VI.Indenture; and (ev) The Indenture Trustee shall not be liable for interest on charged with knowledge of any money received failure by it except as the Master Servicer to comply with any of its obligations under the Sale and Servicing Agreement or any breach of representations or warranties under the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee may agree in writing with obtains actual knowledge of such failure or breach or the Issuing EntityIndenture Trustee receives written notice of such failure or breach from the Master Servicer, the Backup Servicer or the Note Insurer. (fd) Money held Except with respect to duties of the Indenture Trustee prescribed by the TIA, as to which this Section 6.01(d) shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.01(c), 5.01(d), 5.01(e), 5.01(f), 5.01(g) or 5.01(h) hereof or any Default described in Sections 5.01(c) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee's corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Trust, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to perform, or be responsible for the performance of, any provisions of this Section 6.01 and to the provisions of the obligations TIA. (g) Notwithstanding any extinguishment of all right, title and interest of the Servicer under this Indenture except during Trust in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the Note Insurer and the rights of Noteholders and the Note Insurer shall continue to be governed by the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the The Indenture Trustee shall be subject at all times retain possession of the Indenture Trustee's Mortgage Files in the State of California, except for those Indenture Trustee's Mortgage Files or portions thereof released to the provisions of Master Servicer or the Note Insurer pursuant to this Article VI Indenture or the Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (ia) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iib) to see to any insurance or insurance, (iiic) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. Trust Estate from funds available in the Payment Accounts or (jD) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event reports or certificates of Default the Master Servicer or breach of representation or warranty, or be required the Backup Servicer delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt this Indenture believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation trustee to be genuine and to have been signed or warrantypresented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph clause (c) does not limit the effect of paragraph clause (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of Noteholders received by it pursuant to this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreementother Basic Documents. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it. (g) Except as expressly provided in the Basic Documents, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toTrust Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureTrust Student Loans. (h) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (i) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge rights and protections of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee under Sections 6.01 and 6.02 shall have no obligation apply to take any action to determine whether any such default or event has occurred. For each of the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyBasic Documents as though explicitly incorporated therein.

Duties of Indenture Trustee. (a) If an a Rapid Amortization Event of Default which a Responsible Officer of the Indenture Trustee has written notice or has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an a Rapid Amortization Event of Defaultwhich a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and on their face conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, its own willful misconduct or its own willful misconductbad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or upon a direction received by it from the requisite Noteholders (or the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing)) pursuant to Article V; and (iv) the Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of (A) any failure by the Issuer to comply with its obligations hereunder or in the Transaction Documents or (B) any Default or Rapid Amortization Event, unless a majority Responsible Officer of the Outstanding Amount Indenture Trustee assigned to and working in its corporate trust department obtains actual knowledge of such Default or Rapid Amortization Event or shall have received written notice thereof. In the Controlling Securities in accordance with absence of such actual knowledge or notice, the terms of this IndentureIndenture Trustee may conclusively assume that there is no Default or Rapid Amortization Event. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Article VISection 6.01. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Transaction Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture or any Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01, Section 6.02 and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recordingshall, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see upon three Business Days’ prior written notice to the maintenance of Indenture Trustee, permit any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance representative of the CollateralInsurer, (ii) during the Indenture Trustee’s normal business hours, to see to any insurance or (iii) to see examine all books of account, records, reports and other papers of the Indenture Trustee relating to the payment Notes, to make copies and extracts (at the expense of the party requesting such copies or discharge of any taxextracts) therefrom and to discuss the Indenture Trustee’s affairs and actions, assessment, or other governmental charge or any lien or encumbrance of any kind owing as such affairs and actions relate to the Indenture Trustee’s duties with respect toto the Notes, assessed or levied against, any part of with the CollateralIndenture Trustee’s officers and employees responsible for carrying out the Indenture Trustee’s duties with respect to the Notes. (j) The Indenture Trustee shall execute and deliver the Sale and Servicing Agreement and such other documents and instruments as shall be necessary or appropriate in accordance with its duties and obligations under this Indenture. (k) The Indenture Trustee shall not be charged have any duty or obligation to manage, make any payment with knowledge of any Defaultrespect to, Event of Default or breach of representation or warrantyregister, record, sell, dispose of, or be required otherwise deal with the Collateral, or to act thereonotherwise take or refrain from taking any action under, unless either (1) a Responsible Officer shall have actual knowledge of such Defaultor in connection with, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given any document contemplated hereby to such which the Indenture Trustee is a party, except as expressly provided (i) in accordance with the provisions powers granted to and the authority conferred upon the Indenture Trustee pursuant to this Indenture or any other Transaction Document, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this Indenture. Except as expressly set forth in the Basic Documents, ; and no implied duties or obligations shall be read into this Indenture or any Transaction Document against the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurredTrustee. For the avoidance of doubt, receipt by the The Indenture Trustee agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of a Review Report shall the Collateral that result from actions by, or claims against itself that are not constitute actual knowledge related to the administration of any breach of representation or warrantythe Collateral.

Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default has occurred and is continuing, with respect to any Series or after the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree cure or waiver of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an any Event of Default: (i) the Indenture Trustee Default with respect to any Series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied covenants or obligations duties shall be read into this Indenture inferred or implied. If an Event of Default with respect to any other document against Series has occurred and is continuing, the Indenture Trustee; and (ii) , at the written direction of the Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the absence conduct of bad faith on its part, the such Person’s own affairs. The Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinTrustee, upon certificates receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by other instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to be furnished to it, relieve the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, except however, that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01;Section; 38 (2024-B Indenture) (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (c) The Indenture Trustee shall not incur any liability for not performing any act if such delay or failure was caused by forces beyond the control of the Indenture Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Indenture Trustee; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-recording, refiling filing or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Fund. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. 30 (NAROT 2019-B Indenture) (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture; (2) the Indenture Trustee shall not be personally liable for an error of judgment made in good faith, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (but need 3) the Indenture Trustee shall not confirm be personally liable with respect to any action taken, suffered or investigate omitted to be taken in good faith in accordance with the accuracy direction of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the time, method and place of conducting any mathematical calculations proceeding for any remedy available to the Indenture Trustee, or other facts stated therein)exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Issuer, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee has actual knowledge or receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during has been breached with respect to a Receivable that would materially and adversely affect such timeReceivable, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of give prompt written notice to the Servicer in accordance with and the terms Owner Trustee of this Indenturesuch incorrectness. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jf) The Indenture Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) other event unless an Authorized Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty. (g) In no event shall the Indenture 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, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. (h) In no event shall the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party. (i) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein. (j) In no event shall the Indenture Trustee be liable for failure to perform its obligations hereunder if such failure is a result of another Transaction Party’s failure to perform its responsibilities or obligations in this Indenture or other Basic Documents.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Trust Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (ba) Except during the continuance of an Event of Default: (i) , the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) and in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee provided under this Indenture and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine any Officer’s Certificate or Opinion of Counsel issued pursuant to the certificates and opinions provisions of this Indenture to determine whether or not they conform on their face to the requirements of this Indenture; if any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, its own bad faith or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.01(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities by it in accordance with the terms of this IndentureIndenture or any other Basic Document. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (ec) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fd) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law Applicable Law or the terms of this Indenture or the Sale and Servicing Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.01 and to the provisions of the TIA. (ig) Except as provided in Section 8.03(b) of the Sale and Servicing Agreement, the Indenture Trustee shall not be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (h) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any UCC financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) Trust Account Property. The Indenture Trustee shall take all actions as directed in writing by the Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class that are consistent with this Indenture. For purposes of this Section 6.01, the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any Default or an Event of Default if a Trust Officer actually knows of such Default or Event of Default or the Indenture Trustee receives written notice of such Default or Event of Default from the Issuer, the Servicer or any Noteholder in accordance with Section 11.04. Subject to the foregoing, the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge take notice and in the absence of such Default, Event of Default or breach of representation or warranty or (2) written actual notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documentsand knowledge, the Indenture Trustee shall have may conclusively assume that there is no obligation to take any action to determine whether any such default Default or event has occurred. For the avoidance Event of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyDefault.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. 29 (Nissan 2015-C Indenture) (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (c) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii1) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer faith, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii2) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities in accordance with Notes, voting as a single class, relating to the terms time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (e) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (f) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) 30 (Nissan 2015-C Indenture) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during has been breached with respect to a Receivable that would materially and adversely affect such timeReceivable, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of give prompt written notice to the Servicer in accordance with and the terms Owner Trustee of this Indenturesuch incorrectness. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jg) The Indenture Trustee shall not be charged with deemed to have knowledge of any Default, Default or Event of Default or breach of representation or warranty, or be required to act thereon, other event unless either (1) a Responsible Officer shall have has actual knowledge of such Default, Event of Default thereof or breach of representation or warranty or (2) has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and is continuingremains uncured, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.. The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement, to the extent provided in this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Indenture Trustee shall take action as it deems appropriate to have the instrument corrected. No provision of this Agreement shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own gross negligent failure to act or its own misconduct, its grossly negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided that: (bi) Except during prior to the continuance occurrence of an Event of Default: (i) , and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee undertakes to perform shall be determined solely by the express provisions of this Agreement and the Indenture, the Indenture Trustee shall not be liable, individually or as Indenture Trustee, except for the performance of such duties and only such duties obligations as are specifically set forth in this Indenture Agreement and the Indenture, no implied covenants or obligations shall be read into this Indenture or any other document Agreement against the Indenture Trustee; and (ii) in the absence of bad faith on its part, Trustee and the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, Agreement that it reasonably believed in the case of certificates or opinions specifically required by any provision of this Indenture good faith to be furnished genuine and to it, have been duly executed by the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of proper authorities respecting any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01matters arising hereunder; (ii) the Indenture Trustee shall not be liable liable, individually or as Indenture Trustee, for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee, unless it is proved that the Indenture Trustee was grossly negligent or acted in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable bad faith or with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenturewillful misfeasance. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that Notwithstanding anything to the contrary contained herein, in any way relates to no event shall the Indenture Trustee is subject be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to this Article VIlost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement[Reserved.] (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Estate. (jk) The Indenture Trustee shall not determine LIBOR as of each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of LIBOR by the Indenture Trustee, in absence of manifest error, shall be conclusive for all purposes and binding on the Noteholders. The Indenture Trustee shall be charged with actual knowledge of any Default, Default or an Event of Default only if a Responsible Officer actually knows of such Default or Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) the Indenture Trustee receives written notice of such Default, Default or Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in Indenture from the Basic DocumentsIssuer, the Indenture Trustee shall have no obligation to take any action to determine whether any such default Servicer or event has occurred. For Noteholders owning Notes aggregating not less than 10% of the avoidance Outstanding Amount of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyNotes.

Duties of Indenture Trustee. (a) If a Responsible Officer of the Indenture Trustee has actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.the (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; provided, further, however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (d) Every provision of this Indenture that Notwithstanding anything to the contrary contained herein, in any way relates to no event shall the Indenture Trustee is subject be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to this Article VIlost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement[Reserved.] (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) Except as otherwise specifically set forth in the Sale and Servicing Agreement, in no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Estate. (jk) [Reserved]. (l) The Indenture Trustee shall not be charged with deemed to have knowledge of any Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or Servicer Termination Event, breach of representation or warranty or (2) other event unless a Responsible Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in Indenture or the other Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report under the Asset Representations Review Agreement shall not constitute actual knowledge of any breach of representation or warrantysuch breach.

Duties of Indenture Trustee. (a) If an Event Each Holder and each of Default has occurred the Obligors authorizes and is continuing, directs the Indenture Trustee shall to enter into the Transaction Documents to which it is a party and to perform its obligations and exercise the its rights and powers vested thereunder in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsaccordance therewith. (b) Except during Notwithstanding any provision of this Indenture or any other Transaction Document to the continuance of an Event of Defaultcontrary: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Transaction Document to which it is a party and no implied duties, covenants or obligations shall be read into this Indenture or any other document such Transaction Document against the Indenture TrusteeTrustee (it being agreed that the permissive right of the Indenture Trustee to do things enumerated in this Indenture or any Transaction Document shall not be construed as a duty); and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however. The Indenture Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions specifically required by any provision of this Indenture hereof to be furnished provided to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer unless it is proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture.by it pursuant to Section 5.05; and (div) Every no provision of this Indenture that in or any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hd) Every provision of this Indenture or any other Transaction Document that in any way relates to the Indenture Trustee is subject to this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this Indenture or any other Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIASection. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any and the other document Basic Documents against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and and, if required by the terms of this Indenture or the other Basic Documents, conforming to the requirements of this Indenture; provided, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.016.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a at the direction received from a majority of the Outstanding Amount of the Controlling Securities Noteholders in accordance with the terms of this Indenture; and (iv) the Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than as directed by the Servicer or the Administrator and from funds available in the Collection Account, (D) except as otherwise set forth in Section 6.1(b)(ii), to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jh) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1i) a Responsible Trustee Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2ii) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such the Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture; (2) the Indenture Trustee shall not be personally liable for an error of judgment made in good faith, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (but need 3) the Indenture Trustee shall not confirm be personally liable with respect to any action taken, suffered or investigate omitted to be taken in good faith in accordance with the accuracy direction of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the time, method and place of conducting any mathematical calculations proceeding for any remedy available to the Indenture Trustee, or other facts stated therein)exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Issuer, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee has actual knowledge or receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely 32 (NAROT 2017-B Indenture) affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during has been breached with respect to a Receivable that would materially and adversely affect such timeReceivable, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of give prompt written notice to the Servicer in accordance with and the terms Owner Trustee of this Indenturesuch incorrectness. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jf) The Indenture Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) other event unless an Authorized Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty. (g) In no event shall the Indenture 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, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. (h) In no event shall the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party. (i) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (b) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; PROVIDED, HOWEVER, that: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Indenture; (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Indenture; and (iii) the Indenture Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received from a majority of (i) the Holders of at least 51% of the Outstanding Amount of the Controlling Securities Class A Notes (acting together as a single Class), without the consent of the Class B Notes or the Class C Notes, or (ii) after the Class A Notes have been paid in accordance with full, the terms Holders of at least 51% of the outstanding principal amount of Class B Notes, without the consent of any holder of the Class C Notes or (iii) after the Class B Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. Moreover, if more than one Indenture Trustee has been appointed, each Indenture Trustee shall owe any and all fiduciary duties only to the Class or Classes of Notes on whose behalf it shall have been appointed. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (e) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or be responsible for the performance of, any regulation or pursuant to subpoena. (f) Pursuant to Sections 3.02 and 4.08 of the obligations Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty or that a covenant of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor tohas been breached, and be vested with such incorrectness or breach materially and adversely affects the rights, duties, powers and privileges interests of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic DocumentsIssuer, the Indenture Trustee shall have no obligation give prompt written notice to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by Servicer and the Indenture Owner Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantysuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (c) The Indenture Trustee shall not incur any liability for not performing any act if such delay or failure was caused by forces beyond the control of the Indenture Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemic or pandemic, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Indenture Trustee; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this . 38 (2021-C Indenture.) (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-recording, refiling filing or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) Trust Fund. The Indenture Trustee Trustee, or a Responsible Officer thereof, shall not only be charged with actual knowledge of any Defaultdefault, an Event of Default or a breach of any representation or warranty by the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Responsible Officer actually knows of such default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge the Indenture Trustee receives written notice of such Defaultdefault, Event of Default or breach from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of representation or warranty or (2) written the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such Defaultactual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantybreach.

Duties of Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights follow such instructions and powers vested in directions as it by this Indenture may receive pursuant to Section 5.2 hereof and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Indenture Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Basic Documents and no implied covenants or obligations shall be read into this Indenture or any other document the Basic Documents against the Indenture Trustee; and (ii) in the absence of bad faith on its partfaith, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture and the Basic Documents; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate and the accuracy of any mathematical calculations or other facts stated therein)Basic Documents. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;6.1; and (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur liability (financial liability or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIASection 6.1. (ig) The Without limiting the generality of this Section, the Indenture Trustee shall have no duty (iA) to see to any recording, filing, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interestinterest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iiiC) to see to the payment or discharge of any tax, assessment, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, assessed or levied against, against any part of the Collateral. Trust, (jD) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event of Default reports or breach of representation or warranty, or be required certificates delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default this Indenture or event has occurred. For the avoidance of doubt, receipt Sale and Servicing Agreement believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any breach of representation the Issuer’s, the Seller’s or warrantythe Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the original Certificates of Title of the Financed Vehicles under the Sale and Servicing Agreement. (h) In no event shall Wxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically expressly set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports, instruments or opinions other documents furnished to the Indenture Trustee and conforming conforming, on their faces, to the requirements of this Indenture; . The Indenture Trustee shall, however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, opinions or other documents (including, but not limited to, any reports or statements furnished by the Servicer) reasonably believed by the Indenture Trustee to be genuine and to have been furnished by the proper party to the Indenture Trustee and which on their face, do not contradict the requirements of this Indenture; (ii) this paragraph (c) does not limit the effect of paragraph (ba) of this Section 6.01; (iiiii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iiiiv) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. Noteholders (dincluding directions pursuant to Sections 5.13 or 5.17 hereof) Every provision of this Indenture that in or exercising any way relates to trust or power or remedy conferred upon the Indenture Trustee is subject to under this Article VI.Indenture; and (ev) The Indenture Trustee shall not be liable for interest on charged with knowledge of any money received failure by it except as the Servicer to comply with any of its obligations under the Sale and Servicing Agreement or any breach of representations or warranties under the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee may agree in writing with obtains actual knowledge of such failure or breach or the Issuing EntityIndenture Trustee receives written notice of such failure or breach from the Servicer. (fd) Money held Except with respect to duties of the Indenture Trustee prescribed by the TIA, as to which this Section 6.01(d) shall not apply, for all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.01(c), 5.01(d), 5.01(e), 5.01(f), 5.01(g) or 5.01(h) hereof or any Default described in Sections 5.01(c) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee’s corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law Corporate Trust Office, and such notice references the Notes generally, the Issuer, the Trust Estate or the terms of this Indenture or the Sale and Servicing AgreementIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in it under this Indenture shall or the other Basic Documents. (f) Every provision of this Indenture that in any event require way relates to the Indenture Trustee is subject to perform, or be responsible for the performance of, any provisions of this Section 6.01 and to the provisions of the obligations TIA. (g) Notwithstanding any extinguishment of all right, title and interest of the Servicer under this Indenture except during Issuer in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such timeextinguishment occurs through a Sale of the Trust Estate to another Person, if any, as the acquisition of the Trust Estate by the Indenture Trustee shall be the successor toor otherwise, and be vested with the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholders and the rights of Noteholders shall continue to be governed by the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the The Indenture Trustee shall be subject at all times retain possession of the Indenture Trustee’s Mortgage Files in the State of Illinois or the State of California, except for those Indenture Trustee’s Mortgage Files or portions thereof released to the provisions of Servicer pursuant to this Article VI Indenture or the Sale and to the provisions of the TIAServicing Agreement. (i) The Subject to the other provisions of this Indenture and without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (ia) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or recording, filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iib) to see to any insurance or insurance, (iiic) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. Trust Estate from funds available in the Payment Account or (jd) The Indenture Trustee shall not be charged with knowledge to confirm or verify the contents of any Default, Event reports or certificates of Default or breach of representation or warranty, or be required the Servicer delivered to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation pursuant to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt this Indenture believed by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation trustee to be genuine and to have been signed or warrantypresented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Document. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Article VISection. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (j) The Indenture Trustee shall have no duty (iA) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recordingrerecording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (iiB) to see to any insurance insurance, or (iiiC) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Trust Fund. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge take notice and in the absence of such Default, Event of Default or breach of representation or warranty or (2) written actual notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documentsand knowledge, the Indenture Trustee shall have may conclusively assume that there is no obligation to take any action to determine whether any such default or event has occurred. For the avoidance Event of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warrantyDefault.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee shall not be responsible for the accuracy or content of certificates any such resolution, certificate, statement, opinion, report, document, order or opinions specifically required by any provision of this Indenture to be furnished to itother instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture (but need Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein)receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with by it pursuant to the terms of this IndentureIndenture or any other Basic Documents. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VISection. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-recording, refiling filing or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateralthereof, (ii) to see to any insurance insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralTrust Fund. (j) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee, both prior to and after the occurrence of a Servicer Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture. (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (1) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture or any other document against the Indenture Trustee; , the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture; (2) the Indenture Trustee shall not be personally liable for an error of judgment made in good faith, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (but need 3) the Indenture Trustee shall not confirm be personally liable with respect to any action taken, suffered or investigate omitted to be taken in good faith in accordance with the accuracy direction of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the time, method and place of conducting any mathematical calculations proceeding for any remedy available to the Indenture Trustee, or other facts stated therein)exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from a majority of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VI. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder under this Indenture, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds to believe for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require . (d) All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Issuer, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to performany other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee has actual knowledge or receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or be responsible for the performance of, any (ii) pursuant to Section 4.06 of the obligations Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer under this Indenture except during has been breached with respect to a Receivable that would materially and adversely affect such timeReceivable, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of give prompt written notice to the Servicer in accordance with and the terms Owner Trustee of this such incorrectness. 33 (NAROT 2019-C Indenture.) (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (jf) The Indenture Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default, Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) other event unless an Authorized Officer has actual knowledge thereof or has received written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee thereof in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any such default or event has occurred. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty. (g) In no event shall the Indenture 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, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. (h) In no event shall the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party. (i) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein. (j) In no event shall the Indenture Trustee be liable for failure to perform its obligations hereunder if such failure is a result of another Transaction Party’s failure to perform its responsibilities or obligations in this Indenture or other Basic Documents.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the of which a Responsible Officer of Indenture Trustee has actual knowledge, Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the , Indenture Trustee undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or any and the other document Basic Documents against the Indenture Trustee; and. (iic) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture and the other Basic Documents; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need and the other Basic Documents. If any such instrument is found not confirm or investigate to conform in any material respect to the accuracy requirements of any mathematical calculations or other facts stated therein)this Indenture, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (cd) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01Section; (ii) the Indenture Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from by it pursuant to any Basic Document or the direction of the Holders of a majority in principal amount of the Outstanding Amount of the Controlling Securities in accordance with the terms of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Article VIrequired Notes. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with Issuer. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Issuing Entityapplicable accounts in the absence of timely and specific written investment directions. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure to be provided with timely written investment directions. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none . None of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of of, the Master Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture and each other Basic Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article VI Section and to the provisions of the TIA. (i) The Indenture Trustee shall have no duty (i) take all actions required to see to any recording, filing, or depositing of this be taken by the Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to Trustee under the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or to monitor the status of any lien or the performance of the Collateral, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the CollateralSale and Servicing Agreement. (j) The Indenture Trustee shall not be charged with required to take notice or be deemed to have notice or knowledge of any Default, default or Event of Default or breach of representation or warranty, or be required to act thereon, unless either (1) a Responsible Officer shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture. Except as expressly set forth in the Basic Documents, the Indenture Trustee shall have no obligation to take any action to determine whether any received written notice or obtained actual knowledge thereof. In the absence of receipt of such default notice or event has occurred. For the avoidance of doubtactual knowledge, receipt by the Indenture Trustee may conclusively assume that there is no default or Event of a Review Report Default. (k) Anything in this Agreement to the contrary notwithstanding, in no event shall not constitute actual knowledge the Indenture Trustee be liable for special, indirect or consequential loss or damage of any breach kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of representation the likelihood of such loss or warrantydamage and regardless of the form of action.