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 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) obligations of the Indenture Trustee shall undertake be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee's satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement.; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it. (hd) 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 Section and to the provisions of the TIA. (ie) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer limitations on the obligations of the Indenture Trustee in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of under this Indenture or shall not affect any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance obligations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 acting as Master Servicer under the Indenture Trustee to Sale and Servicing whenever it may be genuine and to have been signed or presented by the proper party or partiesso acting.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default or any breach of a representation or warranty, as made in the Receivables Purchase Agreement, unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or breach, as applicable, or (ii) written notice of such Event of Default Default, or breach, as applicable, shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. The receipt by the Indenture Trustee of a Review Report shall not obligate the Indenture Trustee to exercise its rights to enforce repurchase obligations under the Receivables Purchase Agreement unless the Indenture Trustee is directed to do so by a Noteholder or Note Owner. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) obligations of the Indenture Trustee shall undertake be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee's satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of not less than 51% of the aggregate Outstanding Amount relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement.; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it. (hd) 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 Section and to the provisions of the TIA. (ie) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer limitations on the obligations of the Indenture Trustee in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of under this Indenture or shall not affect any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance obligations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 acting as Master Servicer under the Indenture Trustee to Sale and Servicing whenever it may be genuine and to have been signed or presented by the proper party or partiesso acting.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 the absence of bad faith in accordance with the direction of the Holders of at least a direction received by majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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. (he) Every provision 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 relating or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Indenture or any other Basic Documents. (f) Pursuant to Sections 3.02 and 4.08 of the conduct Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee receives written notice that a representation or affecting warranty with respect to a Receivable was incorrect as of the liability time specified with respect to such representation and warranty or that a covenant of the Servicer has been breached, and that such incorrectness or affording protection to breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall be subject give prompt written notice to the provisions Servicer and the Owner Trustee of this Section and to the provisions of the TIAsuch incorrectness or breach. (ig) The Indenture Trustee shall not be charged with knowledge determine LIBOR as of any Event each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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 LIBOR by the Indenture Trustee to Trustee, in absence of manifest error, shall be genuine conclusive for all purposes and to have been signed or presented by binding on the proper party or partiesNoteholders.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Section and to the provisions of the TIAIndenture or any other Basic Documents. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, Trustee of such incorrectness 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 partiesbreach.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Sale and Servicing Agreement and (ii) hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for application as provided in the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of a majority of the Outstanding Amount of Notes, acting together as a single Class, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The , the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateCollateral, or (Div) 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. (n) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 the absence of bad faith in accordance with the direction of the Holders of at least a direction received by majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision 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 relating or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (f) Pursuant to Sections 3.02 and 4.08 of the conduct Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee discovers that a representation or affecting warranty with respect to a Receivable was incorrect as of the liability time specified with respect to such representation and warranty or that a covenant of the Servicer has been breached, and such incorrectness or affording protection to breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall be subject give prompt written notice to the provisions Servicer and the Owner Trustee of this Section and to the provisions of the TIAsuch incorrectness. (ig) The Indenture Trustee shall not be charged with knowledge determine LIBOR as of any Event each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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 LIBOR by the Indenture Trustee to Trustee, in absence of manifest error, shall be genuine conclusive for all purposes and to have been signed or presented by binding on the proper party or partiesNoteholders.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Sale and Servicing Agreement and (ii) hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for application as provided in the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of a majority of the Outstanding Amount of Notes, acting together as a single Class, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The , the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateCollateral, or (Div) 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. (n) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement Indenture to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default or any breach of a representation or warranty, as made in the Receivables Purchase Agreement, unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or breach, as applicable, or (ii) written notice of such Event of Default Default, or breach, as applicable, shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. The receipt by the Indenture Trustee of a Review Report shall not obligate the Indenture Trustee to exercise its rights to enforce repurchase obligations under the Receivables Purchase Agreement unless the Indenture Trustee is directed to do so by a Noteholder or Note Owner. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement Indenture to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default or any breach of a representation or warranty, as made in the Receivables Purchase Agreement, unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or breach, as applicable, or (ii) written notice of such Event of Default Default, or breach, as applicable, shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. The receipt by the Indenture Trustee of a Review Report shall not obligate the Indenture Trustee to exercise its rights to enforce repurchase obligations under the Receivables Purchase Agreement unless the Indenture Trustee is directed to do so by a Noteholder or Note Owner. (j) 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 rerecording, 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 Owner Trust Estate, 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. (k) It is expressly acknowledged, agreed and consented to that U.S. Bank National Association will be acting in the capacity of Securities Intermediary, and its Affiliate, U.S. Bank Trust Company, National Association will be acting in the capacities of Indenture Trustee, Note Registrar, and Paying Agent hereunder and in such other roles as are assigned to them under the Basic Documents. Each of U.S. Bank National Association and U.S. Bank Trust Company, National Association, may in such multiple capacities discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other equitable principals to the extent that any such conflict or breach arises from the performance by it of its express duties set forth in this Indenture or any other Basic Document, in any such capacities, all of which defenses, claims or assertions are hereby expressly waived by the Issuer, the Noteholders (by purchase of their Notes or any interest therein) and any other Person having rights pursuant to hereto or thereto.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of given to the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b)paragraph (b) of this Section; (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. (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 Section. (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. (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. (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 Section and to the provisions of the TIA. (ih) The Indenture Trustee shall not take all actions required to be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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 taken by the Indenture Trustee to be genuine under the Sale and to have been signed or presented by the proper party or partiesServicing 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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (he) Every provision 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 relating or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Indenture or any other Basic Documents. (f) Pursuant to Sections 3.02 and 4.08 of the conduct Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee receives written notice that a representation or affecting warranty with respect to a Receivable was incorrect as of the liability time specified with respect to such representation and warranty or that a covenant of the Servicer has been breached, and that such incorrectness or affording protection to breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall be subject give prompt written notice to the provisions Servicer and the Owner Trustee of this Section and to the provisions of the TIAsuch incorrectness or breach. (ig) The Indenture Trustee shall not be charged with knowledge determine LIBOR as of any Event each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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 LIBOR by the Indenture Trustee to Trustee, in the absence of manifest error, shall be genuine conclusive for all purposes and to have been signed or presented by binding on the proper party or partiesNoteholders.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 misconduct; 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Section and to the provisions of the TIAIndenture or any other Basic Documents. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, Trustee of such incorrectness 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 partiesbreach.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 misconduct; 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (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 any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Indenture or any other Basic Documents. (f) Pursuant to Sections 3.02 and 4.08 of the Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee 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 or that a covenant of the Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness or breach. (g) The Paying Agent shall obtain the SOFR Rate on each SOFR Adjustment Date as of the SOFR Determination Time for so long as the Class A-2b Notes are Outstanding. All determinations of the SOFR Rate by the Paying Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Noteholders. (h) Every provision It is expressly acknowledged, agreed and consented to that Citibank, N.A. will be acting in the capacities of this Securities Intermediary, Indenture relating Trustee, Note Registrar, and Paying Agent hereunder and in such other roles as are assigned to it under the Basic Documents. Citibank, N.A. may in such multiple capacities discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other equitable principals, in each case, applicable to such multiple capacities, to the conduct extent that any such conflict or affecting breach arises from the liability performance by it of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee its express duties set forth in accordance with the provisions of this Indenture. (j) 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 other Basic Document, in any such capacities, all of which defenses, claims or assertions are hereby expressly waived by the Issuer, the Noteholders (by purchase of their Notes or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of interest therein) and any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee Person having rights pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or partiesany other Basic Document.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgebe continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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 Trust 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either shall, and hereby agrees that it will (i) a Responsible Officer shall have actual knowledge perform all of such Event the obligations and duties required of Default or it under the Trust Agreement and (ii) written notice hold the Policy in trust, and will hold any proceeds of such Event of Default shall have been received by a Responsible Officer of any claim on the Indenture Trustee Policy in accordance with trust solely for application as provided in the provisions of this IndentureTrust Agreement. (j) The Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth in this Indenture to accomplish the purpose of this Trust as set forth in this Indenture or as otherwise required under the TIA. (k) The Indenture Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of Holders of Notes evidencing a majority of the Outstanding Note Balances, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture, the Indenture Trustee shall have no duty (Ai) 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 rerecording, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstatePledged Assets, or (Div) 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. (n) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage, regardless of the form of action. (o) Notwithstanding the foregoing or any other provision in this Indenture to the contrary, the Indenture Trustee shall be liable in its commercial capacity for losses attributable to its failure to make payments on Eligible Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with the terms of the agreements or instruments governing any such Eligible Investments; (p) The Indenture Trustee shall acknowledge and accept the Administration Agreement on behalf of the Secured Parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) obligations of the Indenture Trustee shall undertake be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee's satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement.; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it. (hd) 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 Section and to the provisions of the TIA. (ie) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer limitations on the obligations of the Indenture Trustee in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of under this Indenture or shall not affect any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance obligations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 acting as Master Servicer under the Indenture Trustee to Sale and Servicing whenever it may be genuine and to have been signed or presented by the proper party or partiesso acting.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 the absence of bad faith in accordance with the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes (acting together as a single Class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 the direction of the Holders of at least 51% of the Outstanding Amount of the Class A Notes (acting together as a direction received single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the such certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements 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) 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 (a) of this Section 6.01(b)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 by it of the Noteholders (including directions pursuant to Section 5.11. (dSections 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 paragraphs (a), (b) and (c) of under this Section.Indenture; and (ev) The Indenture Trustee shall not be liable for interest on charged with knowledge of any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust failure by the Indenture Trustee need not be segregated from other funds except Servicer to the extent required by law or the terms comply with any of this Indenture or its obligations under the Sale and Servicing AgreementAgreement or any breach of representations or warranties under the Sale and Servicing Agreement or any Event of Default under the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such failure or breach or the Indenture Trustee receives written notice of such failure or breach from the Servicer. (gd) [Reserved.] (e) 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 itit under this Indenture or the other Basic Documents. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee shall be is subject to the provisions of this Section 6.01 and to the provisions of the TIATIA (except where expressly excluded). (ig) The Indenture Trustee shall not be charged with knowledge Notwithstanding any extinguishment of any all right, title and interest of the Issuing Entity in and to the Trust Estate following an Event of Default unless either (i) and a Responsible Officer shall have actual knowledge consequent declaration of acceleration of the maturity of the Notes, whether such Event extinguishment occurs through a Sale of Default the Trust Estate to another Person, the acquisition of the Trust Estate by the Indenture Trustee or (ii) written notice of such Event of Default shall have been received by a Responsible Officer otherwise, the rights, powers and duties of the Indenture Trustee in accordance with respect to the provisions Trust Estate (or the proceeds thereof), the Noteholders and the rights of Noteholders shall continue to be governed by the terms of this Indenture. (jh) 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 (Aa) 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 rerecording, refiling or redepositing of any thereof, (Bb) to see to any insurance, (Cc) 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 Owner Trust EstateEstate from funds available in the Payment Account, or (Dd) 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 trustee to be genuine and to have been signed or presented by the proper party or partiesparties or (e) to make payments on or otherwise maintain the MI Policies.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgebe 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 personPerson’s own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer Master Servicer, pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer servicer, with respect to retail motor vehicle installment sale contracts and installment loans that it services administers or services, as the case may be, for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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, that the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) obligations of the Indenture Trustee shall undertake be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee's satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement.; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it. (hd) Every provision of this Indenture relating to the conduct or affecting the liability of the Indenture Trustee shall be subject to the provisions of this Section and the TIA. (e) The limitations on the obligations of the Indenture Trustee under this Indenture shall not affect any obligations of the Indenture Trustee acting as Master Servicer under the Sale and Servicing whenever it may be so acting. (f) The Issuer hereby directs the Indenture Trustee to execute, deliver, and perform its obligations under the Cap Administration Agreement (in its capacity as Cap Trustee). The Sellers, the Depositor, the Master Servicer, and the Holders of the Class 2-A Notes by their acceptance of the Notes acknowledge and agree that the Indenture Trustee shall execute, deliver, and perform its obligations under the Cap Administration Agreement and shall do so solely in its capacity as Cap Trustee and not in its individual capacity. 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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered apply to the Indenture Trustee pursuant to this Indenture believed by Trustee's execution of the Indenture Trustee to be genuine Cap Administration Agreement in its capacity as Cap Trustee, and to have been signed or presented by the proper party or partiesperformance of its duties and satisfaction of its obligations under Cap Administration Agreement.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Sale and Servicing Agreement and (ii) hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for application as provided in the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of a majority of the Outstanding Amount of Notes, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The , the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateCollateral, or (Div) 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. (n) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgebe continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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 Trust 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either shall, and hereby agrees that it will (i) a Responsible Officer shall have actual knowledge perform all of such Event the obligations and duties required of Default or it under the Trust Agreement and (ii) written notice hold the Policy in trust, and will hold any proceeds of such Event of Default shall have been received by a Responsible Officer of any claim on the Indenture Trustee Policy in accordance with trust solely for application as provided in the provisions of this IndentureTrust Agreement. (j) The Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth in this Indenture to accomplish the purpose of this Trust as set forth in this Indenture or as otherwise required under the TIA. (k) The Indenture Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of Holders of Notes evidencing a majority of the Outstanding Note Balances, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture, the Indenture Trustee shall have no duty (Ai) 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 rerecording, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstatePledged Assets, or (Div) 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. (n) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage, regardless of the form of action. (o) Notwithstanding the foregoing or any other provision in this Indenture to the contrary, the Indenture Trustee shall be liable in its commercial capacity for losses attributable to its failure to make payments on Eligible Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with the terms of the agreements or instruments governing any such Eligible Investments; (p) The Indenture Trustee shall acknowledge and accept the Administration Agreement on behalf of the Secured Parties.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgebe 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 Person's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer Servicer, pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer Servicer, with respect to retail motor vehicle installment sale contracts that it services administers or services, as the case may be, for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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, that the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which and a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this the 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which or a Responsible Officer of the Indenture Trustee has actual knowledgePay Out Event: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture the Indenture, and no implied covenants or obligations shall be read into this the Indenture 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 or opinions furnished to the Indenture Trustee and conforming to the requirements of this the Indenture; provided, however, the Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to Indenture Trustee shall examine the certificates and opinions which are specifically required to be furnished pursuant to any provision of this Agreement the Indenture or any Indenture Supplement, shall examine them to determine whether or not they substantially conform to the requirements of this Indenturethe Indenture or any Indenture Supplement but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. (c) The If a Pay Out Event has occurred and is continuing and a Responsible Officer of Indenture Trustee may not shall have actual knowledge or written notice of such Pay Out Event, Indenture Trustee shall exercise the rights and powers vested in it by the 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. (d) No provision of the Indenture shall be relieved construed to relieve Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does Section 6.01(d) shall not be construed to limit the effect of Section 6.01(b6.01(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of Indenture Trustee, unless it is shall be 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 taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by 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)and/or the direction of the Holders of Notes or for exercising any trust or power conferred upon Indenture Trustee, (b) and (c) of this Section. (e) The under the Indenture. Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as in good faith in accordance with the direction of Servicer, Transferor, Administrator or Owner Trustee in compliance with the terms of the Indenture Trustee may agree in writing with the Issueror any Indenture Supplement. (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. (ge) No provision of this the Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any 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, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (hf) Every provision of the Indenture that in any way relates to Indenture Trustee is subject to this Indenture relating to Section 6.01. (g) Except as expressly provided in the conduct or affecting the liability of or affording protection to the Indenture, Indenture Trustee shall be subject have no power to vary the Collateral, including by (i) accepting any substitute payment obligation for a Receivable initially transferred to the provisions of this Section Trust under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the provisions Trust or (iii) withdrawing from Issuer any Receivable (except as otherwise provided in the Transfer and Servicing Agreement). The Indenture Trustee shall promptly send to Issuer, Transferor and Servicer a copy of any notice or direction it receives from the Majority Holders relating to a reassignment of Principal Receivables to Transferor pursuant to Section 2.04(e) of the TIATransfer and Servicing Agreement. (h) Indenture Trustee shall have no responsibility or liability for investment losses on Permitted Investments (other than Permitted Investments on which the institution acting as Indenture Trustee is an obligor). Indenture Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from Issuer. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. 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 of Issuer or Servicer to provide timely written investment direction. (i) The Indenture Trustee shall promptly notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Responsible Officer of Indenture Trustee has written notice and (ii) of the occurrence of any Event of Default or Pay Out Event (or any other event or condition which, with the giving of notice or passage of time, or both, will constitute an Event of Default or Pay Out Event) of which a Responsible Officer of Indenture Trustee has actual knowledge or has received written notice from Servicer. (j) For all purposes under this Indenture, Indenture Trustee shall not be charged with deemed to have notice or knowledge of any Event of Default, Pay Out Event or Servicer Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions has actual knowledge thereof or has received written notice thereof. For purposes of this Indenture. (j) The determining Indenture Trustee’s responsibility and liability hereunder, any reference to an Event of Default, Pay Out Event or Servicer Default shall be construed to refer only to such event of which 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 rerecording, 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 Owner Trust Estate, 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 is deemed to have been signed or presented by the proper party or partiesnotice as described in this Section 6.01(j).

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful misconduct, misconduct except that: (i) this This paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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 Trust 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Trust Agreement and (ii) hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for application as provided in the Trust Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Pledged Assets under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of the Majority Noteholders, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The , the Indenture Trustee shall have no duty (Ai) 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstatePledged Assets, or (Div) 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. (n) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) On each Measurement Date following the Pre-Funding Period, the Indenture Trustee shall calculate the Portfolio Criteria and promptly report the results of such calculations to the Servicer for inclusion in the Quarterly Report. In connection therewith: (i) the Servicer shall deliver to the Indenture Trustee four Business Days prior to each Measurement Date an electronic file in a form acceptable to the Indenture Trustee containing information sufficient for the Indenture Trustee to calculate the Portfolio Criteria, and the Indenture Trustee shall be entitled to rely on any such information provided by the Servicer; (ii) in the performance of its duties hereunder, the Trustee may obtain ratings on items of Collateral from the Servicer and shall be protected in relying on any such rating so obtained; (iii) unless otherwise specified, Portfolio Criteria calculations that evaluate to a percentage will be rounded to the nearest one-hundredth; and (iv) unless otherwise specifically provided herein, all calculations required to be made, and all reports that are to be prepared, pursuant to this Indenture, shall be made on the basis of the settlement date for the acquisition, purchase, sale, disposition, liquidation or other transfer of an asset. (b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer affairs with respect to installment sale contracts that it services for itself or othersthe Indenture Collateral. (bc) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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 factual 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 examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Transaction Documents to which the Indenture Trustee is a party. (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 Section 6.01(b6.01(c); (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 5.115.12. (de) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (aSections 6.01(b), (bc) and (c) of this Section. (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 Issuerd). (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 Transfer 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 satisfactory to it against such risk or liability is not reasonably assured to it. (h) The Indenture Trustee shall have no discretionary duties other than those explicitly set forth in this Indenture. (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 Section section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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: (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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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; andand 29 (Nissan 2014-B Indenture) (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 the direction of the Holders of at least a direction received by it pursuant majority of the Outstanding Amount of the Notes, voting as a single class, relating to Section 5.11the 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 paragraphs (a), (b) and (c) of this Section. (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 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. (he) Every provision 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 relating or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any 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 conduct Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a representation or affecting warranty with respect to a Receivable was incorrect as of the liability time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or (ii) pursuant to Section 4.06 of or affording protection the Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a covenant of the Servicer has been breached with respect to a Receivable that would materially and adversely affect such Receivable, the Indenture Trustee shall be subject give prompt written notice to the provisions Servicer and the Owner Trustee of this Section and to the provisions of the TIAsuch incorrectness. (ig) The Indenture Trustee shall not be charged with deemed to have knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such or Event of Default or (ii) written notice of such Event of Default shall have been received by other event unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 misconduct; 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Section and to the provisions of the TIAIndenture or any other Basic Documents. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenturethe Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness or breach. (jg) The Indenture Trustee Paying Agent 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 obtain the maintenance of any such recording or filing or depositing or to any rerecording, 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 SOFR Rate on each SOFR Adjustment Date as of the Owner Trust Estate, or (D) to confirm or verify SOFR Determination Time for so long as the contents of any reports or certificates Class A-2b Notes are Outstanding. All determinations of the Servicer delivered to the Indenture Trustee pursuant to this Indenture believed SOFR Rate by the Indenture Trustee to Paying Agent, in the absence of manifest error, shall be genuine conclusive for all purposes and to have been signed or presented by binding on the proper party or partiesNoteholders.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer Default: (i) obligations of the Indenture Trustee has actual knowledge: (i) shall be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee shall undertake undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee's satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: : (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of not less than 51% of the aggregate Outstanding Amount relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement. ; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it. (hd) 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 Section and to the provisions of the TIA. (ie) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer limitations on the obligations of the Indenture Trustee in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of under this Indenture or shall not affect any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance obligations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 acting as Master Servicer under the Indenture Trustee to Sale and Servicing whenever it may be genuine and to have been signed or presented by the proper party or partiesso acting.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. 30 (NAROT 2017-A 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 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 on their face to the requirements of this Indenture; however, ; (2) the Indenture Trustee shall examine not be personally liable for an error of judgment made in good faith, unless it shall be proved that the certificates and opinions specifically required Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (3) the Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be furnished pursuant to any provision taken in good faith in accordance with the direction of this Agreement to determine whether or not they conform the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the requirements 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. (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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (hd) Every provision 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 relating or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any 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 conduct Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee has actual knowledge or affecting receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the liability time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or (ii) pursuant to Section 4.06 of or affording protection the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer has been breached with respect to a Receivable that would materially and adversely affect such Receivable, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness. (f) The Indenture Trustee shall not be subject deemed to have knowledge of any Default or Event of Default, breach of representation or warranty or other event unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Section Indenture. 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 the provisions of the TIAa requesting party. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default obligated to monitor, supervise or (ii) written notice of such Event of Default shall have been received by a Responsible Officer enforce the performance of the Indenture Trustee in accordance with Depositor or the provisions of this IndentureSponsor under the Basic Documents, except as otherwise expressly specified herein. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e)is acting as Servicer, the Indenture Trustee in performing such duties it shall use the same degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersas is required of the Servicer under the Sale and Servicing Agreement. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 the 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 conforming to the requirements of this IndentureIndenture and the Basic Documents; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture and the Basic Documents. (c) The Indenture Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b)paragraph (b) of this Section; (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 from Holders of Notes evidencing a majority of the Outstanding Amount of the Notes (or such greater percentage as may be required by the terms hereof), with the consent of the Insurer if no Insurer Default shall have occurred and be continuing, relating to Section 5.11the 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; and (iv) the Indenture Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer under the Sale and Servicing Agreement unless a Responsible Officer obtains actual knowledge of such failure or occurrence or the Indenture Trustee receives written notice of such failure or occurrence from the Servicer, the Insurer or the Holders of Notes entitled to a majority of the Voting Rights. (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 Section. (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 or the terms of this Indenture or the Sale and Servicing Agreement. (ge) 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 reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (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 Section and to the provisions of the TIA. (g) The Indenture Trustee shall, upon three Business Day's prior written notice to the Indenture Trustee, permit any representative of the Insurer, during the Indenture Trustee's normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. (h) The Indenture Trustee is hereby authorized to execute and shall execute the Sale and Servicing Agreement and shall perform its duties and satisfy its obligations thereunder. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall apply to the Indenture Trustee's execution of the Sale and Servicing Agreement and the performance of its duties and satisfaction of its obligations thereunder. (i) The Indenture Trustee shall not be charged with knowledge shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer claim on the Policy in trust solely for the use and benefit of the Indenture Trustee in accordance with the provisions of this IndentureNoteholders. (j) The In no event shall the Indenture Trustee shall Trustee, in any of its capacities hereunder, be deemed to have no duty (A) to see to assumed 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, 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 duties of the Owner Trustee under the Delaware Business Trust EstateStatute, common law, 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 partiesTrust 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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 the absence of bad faith in accordance with the direction of the Holders of at least a direction received by majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenturethe Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness. (jg) [The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing determine LIBOR as of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to each LIBOR Determination Date for so long as the maintenance Class A-2b Notes are Outstanding. All determinations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 LIBOR by the Indenture Trustee to Trustee, in absence of manifest error, shall be genuine conclusive for all purposes and to have been signed or presented by binding on the proper party or partiesNoteholders.]

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 the absence of bad faith in accordance with the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. 30 (NAROT 2016-C 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 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 on their face to the requirements of this Indenture; however, ; (2) the Indenture Trustee shall examine not be personally liable for an error of judgment made in good faith, unless it shall be proved that the certificates and opinions specifically required Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and (3) the Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be furnished pursuant to any provision taken in good faith in accordance with the direction of this Agreement to determine whether or not they conform (i) the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the requirements 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. (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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (hd) Every provision 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 relating or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any 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 conduct Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee has actual knowledge or affecting receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the liability time specified with respect to such representation and warranty and such incorrectness materially and adversely affects such Receivable, or (ii) pursuant to Section 4.06 of or affording protection the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer has been breached with respect to a Receivable that would materially and adversely affect such Receivable, the Indenture Trustee shall be subject give prompt written notice to the provisions Servicer and the Owner Trustee of this Section and to the provisions of the TIAsuch incorrectness. (if) The Indenture Trustee shall not be charged with deemed to have knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such or Event of Default or (ii) other event unless an Authorized Officer has actual knowledge thereof or has received written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee thereof in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Section and to the provisions of the TIAIndenture or any other Basic Documents. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, Trustee of such incorrectness 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 partiesbreach.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture; provided, however, that the Indenture Trustee undertakes to perform the duties of Certificate Registrar and Paying Agent as specifically set forth in [[Sections 3.04, 3.09, 5.01, 5.02, 5.03, 9.01 and 12.08 of the 201_-_ Securitization Trust Agreement]]. (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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 the absence of bad faith in accordance with the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, the Depositor 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing be continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and in the Trust Agreement and no implied covenants or obligations shall be read into this Indenture 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the 45 Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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, misconduct except that: (i) this paragraph does not limit the effect of Section 6.01(b)) hereof; (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 (unless it shall be proved that the Indenture Trustee was negligent in accordance with a direction received by it pursuant ascertaining the facts relevant to Section 5.11its action or inaction). (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 Section. (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 Issuerit. (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 Trust 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. (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 Section and to the provisions of the TIATrust Indenture Act. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture[RESERVED]. (j) The Indenture Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of the Majority Controlling Noteholders, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (k) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default, Servicer Default or Event of Default unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default, Servicer Default or Event of Default. (l) Subject to any express provisions of this Indenture to the contrary, the Indenture Trustee shall have no duty (Ai) 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstatePledged Assets, or (Div) 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. (m) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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 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, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, with respect to any such certificates or opinions that are required to be delivered to the Indenture Trustee pursuant to this Indenture, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may . If any such instrument is found not be relieved from liability for its own negligent actionto conform in any material respect to the requirements of this Agreement, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b); (ii) the Indenture Trustee shall not be liable for any error notify the Noteholders of judgment made such instrument in good faith by a Responsible Officer unless it is proved the event that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall Trustee, after so requesting, does not be liable with respect to any action it takes or omits to take in good faith in accordance with receive a direction received by it pursuant to Section 5.11satisfactorily corrected instrument. (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 Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance occurrence of an Event of Default or after the curing of any Event of Default which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee, at the written direction of the Global Requisite 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 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 which are specifically required to be furnished pursuant to any provisions of this Indenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing of any Event of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and any Supplements issued pursuant to the terms hereof. The Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and any Supplements issued pursuant to the terms hereof and no implied covenants or obligations shall be read into this Indenture and any Supplements issued pursuant to the terms hereof against the Indenture Trustee; Trustee 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 certificates any certificates, statements, reports, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished any Supplements issued pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b)terms hereof; (ii) the The Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Corporate Trust Officer or Corporate Trust Officers of the Indenture Trustee, unless it is shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the The Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it pursuant of the Global Requisite Majority relating to Section 5.11. (d) Every provision the time, method and place of this Indenture that in conducting any way relates proceeding for any remedy available to the Indenture Trustee is subject to paragraphs (a)Trustee, (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest on or exercising any money received by it except as trust or power conferred upon 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 or the terms of Trustee, under this Indenture or the Sale and Servicing Agreement. (g) Indenture. No provision provisions 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. it (h) Every the unsecured indemnity, in form and substance satisfactory to the Indenture Trustee, of a Rated Institutional Noteholder with a net worth of at least $100,000,000 being deemed satisfactory for such purpose). Whether or not therein expressly so provided, 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 Section and to the provisions of the TIA9.01. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgebe 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 Person's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer Master Servicer, pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer servicer, with respect to retail motor vehicle installment sale contracts and installment loans that it services administers or services, as the case may be, for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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, that the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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: (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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 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 performing its duties in accordance with a direction received by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.; and

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) obligations of the Indenture Trustee shall undertake be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee’s satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of more than 50% of the aggregate Outstanding Amount of the Notes relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement.; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it, however, the Indenture Trustee is still required to perform its duties under the Indenture or any of the Transaction Documents even if its fees and expenses are not paid. (hd) Every provision of this Indenture relating to the conduct or affecting the liability of the Indenture Trustee shall be subject to the provisions of this Section and the TIA. (e) The limitations on the obligations of the Indenture Trustee under this Indenture shall not affect any obligations of the Indenture Trustee acting as Master Servicer under the Sale and Servicing whenever it may be so acting. (f) The Issuer hereby directs the Indenture Trustee to execute, deliver, and perform its obligations under the Cap Contract Administration Agreement (in its capacity as Cap Contract Administrator). The Sellers, the Depositor, the Master Servicer, and the Noteholders by their acceptance of the Notes acknowledge and agree that the Indenture Trustee shall execute, deliver, and perform its obligations under the Cap Contract Administration Agreement and shall do so solely in its capacity as Cap Contract Administrator and not in its individual capacity. 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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered apply to the Indenture Trustee pursuant to this Indenture believed by Trustee’s execution of the Indenture Trustee to be genuine Cap Contract Administration Agreement in its capacity as Cap Contract Administrator, and to have been signed or presented by the proper party or partiesperformance of its duties and satisfaction of its obligations under the Cap Contract Administration Agreement.

Duties of Indenture Trustee. (a) . (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the such certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements 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) 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(b)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 by it of the Noteholders or the Note Insurer (including directions pursuant to Section 5.11. (dSections 5.13 or 5.17 hereof or in accordance with the direction of the 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 paragraphs (a), (b) and (c) of under this Section.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 IssuerIndenture 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(d), 5.01(e) or 5.01(f) 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 itit under this Indenture or the other Basic Documents. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee shall be is subject to the provisions of this Section 6.01 and to the provisions of the TIA. (ig) The Indenture Trustee shall not be charged with knowledge Notwithstanding any extinguishment of any all right, title and interest of the Trust in and to the Trust Estate following an Event of Default unless either (i) and a Responsible Officer shall have actual knowledge consequent declaration of acceleration of the maturity of the Notes, whether such Event extinguishment occurs through a Sale of Default the Trust Estate to another Person, the acquisition of the Trust Estate by the Indenture Trustee or (ii) written notice of such Event of Default shall have been received by a Responsible Officer otherwise, the rights, powers and duties of the Indenture Trustee in accordance with respect to the provisions 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. (jh) The Indenture Trustee shall at all times retain possession of the Indenture Trustee's Mortgage Files in the State of Minnesota or the State of California, except for those Indenture Trustee's Mortgage Files or portions thereof released to the Master Servicer or the Note Insurer pursuant to this Indenture or the Sale and Servicing Agreement. (i) 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 (Aa) 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 rerecording, refiling or redepositing of any thereof, (Bb) to see to any insurance, (Cc) 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 Owner Trust Estate, Estate from funds available in the Payment Accounts or (D) to confirm or verify the contents of any reports or certificates of the Master Servicer or the Backup Servicer delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture Trustee trustee to be genuine and to have been signed or presented by the proper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeknowledge has occurred, 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during upon and after the continuance occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 factual 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 examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure and the other Transaction Documents to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to which the Indenture Trustee is subject a party. If any such instrument is found not to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest on conform in 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 material respect to the extent required by law or the terms requirements of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require other Transaction Documents to which 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 powersis a party, 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. (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 notify the provisions of this Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge Noteholders of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of instrument in the event that the Indenture Trustee in accordance with the provisions of this IndentureTrustee, after so requesting, does not receive a satisfactorily corrected instrument. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has actual knowledgeoccurred and has not been cured or waived, 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 as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) 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 Indenture, shall examine them to determine whether they conform as to form to the requirements of this Indenture. No acceptance of, or reliance on, any such item by the Indenture Trustee shall constitute a representation by the Indenture Trustee of the enforceability or sufficiency of such item. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgethat: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee shall undertake to perform 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 only such duties obligations as are specifically set forth in this Indenture and Indenture; no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) and 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; howeverand, the Indenture Trustee shall examine the certificates and opinions if specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform Indenture, conforming to the requirements 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 Section 6.01(b); (ii) the The Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is shall be 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 by 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) and (c) of this Section. (e) The Indenture Trustee shall not be personally liable for interest on with respect to any money received action taken, suffered or omitted to be taken by it except as in good faith in accordance with this Indenture, pursuant to the direction of the Notes evidencing Percentage Interests in the related Class of not less than 25%, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising, suffering or omitting to take any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) The Indenture Trustee shall not be charged with knowledge of any Event of Servicing Termination, any Event of Default or Restricting Event unless a Responsible Officer of the Indenture Trustee may agree obtains actual knowledge of such failure or event or the Indenture Trustee receives written notice of such failure or event from the Servicer, the Trust or any Noteholder; and (v) The Indenture Trustee shall have no duty to monitor the performance of the Servicer (as custodian or otherwise), nor shall it have any liability in writing connection with the Issuermalfeasance or nonfeasance by the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Servicer or the Trust with statutory or regulatory requirements related to the Contracts or the related Equipment. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Contracts or related Equipment or the validity or sufficiency of any assignment of the Contracts to the Trust or the Indenture Trustee. The Indenture Trustee shall have no obligation or liability in respect of the maintenance of casualty or liability insurance in connection with the Contracts or the related Equipment. (fd) Money held in trust by the The Indenture Trustee need shall 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 hereunder, or in the exercise of any of its rights or powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision , and none of the provisions contained in this Indenture relating shall in any event require the Indenture Trustee to perform, or be responsible for the conduct manner of performance of, any of the obligations of the Servicer under this Indenture or affecting the liability of or affording protection to Servicing Agreement except during such time, if any, as the Indenture Trustee shall be subject to the provisions of this Section successor to, and to be vested with the provisions of rights, duties, powers and privileges of, the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee Servicer in accordance with the provisions terms of this Indenture. (je) The On each Determination Date, the Indenture Trustee shall have no duty (A) give notice, by facsimile, 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, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates Servicing Officer of the Servicer delivered to if the Indenture Trustee pursuant to this Indenture believed by total amount then on deposit in the Indenture Trustee to be genuine and to have been signed or presented by Collection Account is less than the proper party or partiesamount indicated in the Monthly Statement.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee shall have actual knowledge or has actual knowledgereceived notice, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, provided that if the Indenture Trustee shall assume -------- the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations (including, without limitation, to exercise any discretionary powers granted by this Indenture) shall be read into this Indenture 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 or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, provided the Indenture Trustee shall -------- examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, further, that the -------- ------- Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 the direction received by it the Indenture Trustee pursuant to Section 5.115.12 of this Indenture. (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 SectionSection 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 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 satisfactory to the Indenture Trustee in its reasonable discretion against such risk or liability is not reasonably assured to it. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Sale and Servicing Agreement and (ii) hold the Insurance Policy in trust, and will hold any proceeds of any claim on the Insurance Policy in trust solely for application to the Notes as provided in the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or the Basic Documents or at the direction of the Insurer or a majority of the Outstanding Principal Amount of Notes or the Insurer, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have actual knowledge thereof or shall have received written notice thereof. In the absence of actual knowledge or receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The Indenture and the Basic Documents, the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateCollateral, or (Div) 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. (n) In no event shall the Indenture Trustee be liable for lost profits, even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02, or a Responsible Officer of the Indenture Trustee shall otherwise have actual knowledge that an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall shall, at the written direction of the Majority Holders, 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 its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the occurrence and continuance of such an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the The Indenture Trustee shall undertake 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 of the Indenture Trustee shall be read into this Indenture against the Indenture Trustee; andIndenture. (ii) in In the absence of gross negligence or bad faith on its part, the Indenture Trustee may conclusively rely, and shall be fully protected from acting or refraining from acting, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, reports, notices, requests, consents, orders, approvals or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; . The Indenture Trustee shall, however, the Indenture Trustee shall examine the such certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this This paragraph does not limit the effect of subsection (b) of this Section 6.01(b);7.01. (ii) the 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 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 from the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (iv) Except in connection with the performance of its obligations under Section 5.113.05(b) hereof, the Indenture Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or to maintain the perfection of any security interest in any Receivable. (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 Section. (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 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 any financial or other 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. In having reasonable grounds for believing that such repayment or indemnity is not assured to it, the Indenture Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Estate pursuant to Sections 7.07 and 5.03(b) hereof. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee shall be is subject to the provisions of this Section 7.01. (f) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co-trustee or separate trustee appointed by the Issuer and the Indenture Trustee pursuant to Section 7.13 hereof. (g) Money held in trust by the Indenture Trustee need not be segregated from other trust funds held by the Indenture Trustee except to the provisions extent required by law. (h) The permissive right of the TIAIndenture Trustee to take actions enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct. (i) The Indenture Trustee shall not in any way be charged with knowledge held liable by reason of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received insufficiency in any account held by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indentureresulting from any loss experienced on any Receivables. (j) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or with the Indenture Trustee’s fiduciary duties or that adversely affect its rights and immunities hereunder. (k) Upon discovery by the Indenture Trustee of the occurrence of a Termination Event, Default, Servicer Event of Default or Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Noteholders, the Servicer, the Agent and the Issuer. In the event the Servicer does not make available to the Agent all reports of the Servicer and all reports to the Noteholders, upon request of any of the Agent or one of the Rating Agencies, the Indenture Trustee shall make available promptly after such request, copies of such Servicer reports as are in Indenture Trustee’s possession to the Agent and the Noteholders. (l) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under ERISA. (m) With respect to all Receivables and any related part of the Trust Estate released from the Lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Issuer, prior to the Termination Date, with the consent of the Majority Holders, all the Indenture Trustee’s right, title and interest in and to such assets, such assignment being in the form as prepared by the Servicer or the Issuer and acceptable to the Indenture Trustee. Such Person will thereupon own such Receivable and related rights appurtenant thereto free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto. The Indenture Trustee shall have no duty (A) to see to any recording, filing, also execute and deliver all such other instruments 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 documents as shall be reasonably requested by any such recording Person to be required or filing or depositing or appropriate to any rerecordingeffect a valid transfer of title to a Receivable and the related assets. (n) The Indenture Trustee shall, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered upon reasonable prior notice to the Indenture Trustee pursuant by the Agent, permit any representative of the Agent, during the Indenture Trustee’s normal business hours, to this Indenture believed by examine all books of account, records, reports and other papers of the Indenture Trustee relating to be genuine the Notes, to make copies and extracts therefrom and to have been signed discuss the Indenture Trustee’s affairs and actions, as such affairs and actions relate to the Indenture Trustee’s duties with respect to the Notes, with the Indenture Trustee’s officers and employees responsible for carrying out the Indenture Trustee’s duties with respect to the Notes. (o) Promptly (but in any event within two Business Days after its receipt thereof) the Indenture Trustee will furnish to each Noteholder and the Agent a copy of each certificate, opinion, report, statement, notice or presented other communication furnished by or on behalf of the proper party Issuer, the Contributor, the Depositor, the Servicer or partiesthe Custodian to the Indenture Trustee (but not to the Noteholders or the Agent) pursuant to the Transaction Documents.

Duties of Indenture Trustee. (a) If The Indenture Trustee, except during the continuance of an Event of Default has occurred and is continuing (of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge), undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Any permissive right of the Indenture Trustee provided for in this Agreement shall not be construed as a duty of the Indenture Trustee. If an Event of Default (of which a Responsible Officer of the Indenture Trustee shall have actual knowledge) has occurred and has not otherwise been cured or waived, 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 Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs; provided, however, that if affairs unless the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e)is acting as Servicer, the Indenture Trustee in performing such duties which case it shall use the same degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersas the Servicer hereunder. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 against the 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 receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions which are specifically required to be furnished pursuant to any provision of this Agreement Agreement, shall examine them to determine whether they are in the form required by this Agreement; PROVIDED, HOWEVER, that the Indenture Trustee shall not be responsible for the accuracy or not they conform content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer, to the requirements of Indenture Trustee pursuant to this IndentureAgreement, and shall not be required to recalculate or verify any numerical information furnished to the Indenture Trustee pursuant to this Agreement. (c) The Indenture Trustee may shall not have any liability arising out of or in connection with this Agreement, except for its negligence or willful misconduct. No provision of this Agreement shall be relieved construed to relieve the Indenture Trustee 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 Section 6.01(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 by 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) and (c) of this Section. (e) The Indenture Trustee shall not be personally liable for interest on with respect to any money received action taken, suffered or omitted to be taken by it except in good faith in accordance with the consent or direction of Holders of Notes as provided in Section 6.18 hereof; (ii) For all purposes under this Agreement, the Indenture Trustee may agree shall not be deemed to have notice of any Event of Default (other than resulting from a failure by the Servicer (i) to remit funds (or to make Advances) or (ii) to furnish information to the Indenture Trustee when required to do so) unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in writing with the Issuer. (f) Money held in trust fact such a default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by law or Corporate Trust Office, and such notice references the terms Holders of the Notes and this Indenture or the Sale and Servicing Agreement.; (giii) No provision of this Indenture Agreement 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. (h) Every provision , and none of the provisions contained in this Agreement shall in any event require the Indenture relating Trustee to perform, or be responsible for the conduct or affecting manner of performance of, any of the liability obligations of or affording protection to the Servicer under this Agreement except during such time, if any, as the Indenture Trustee shall be subject to the provisions successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Section and to the provisions of the TIA.Agreement; and (iiv) The Indenture Trustee shall not be charged responsible for any act or omission of the Servicer. In particular, the Indenture Trustee shall not be liable for any servicing errors or interruptions resulting from any failure of the Servicer or the Servicer to maintain computer and other information systems that are year 2000 compliant. (d) The Indenture Trustee shall have no duty hereunder with knowledge respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of any Event of Default unless either Mortgage Loan hereunder; PROVIDED, HOWEVER, that the Indenture Trustee shall use its best efforts to remit to the Servicer upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Indenture Trustee, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit the Indenture Trustee to make a determination that the real property to which such document relates is a Mortgaged Property. (e) The Indenture Trustee shall have actual knowledge not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Noteholders of any Class holding Notes which evidence, as to such Event Class, Percentage Interests aggregating not less than 25% as to the time, method and place of Default conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Agreement. (iif) written notice Subject to Section 4.04, the Indenture Trustee shall not be held liable by reason of such Event of Default shall have been received any insufficiency in any account (including without limitation the Collection Amount) held by a Responsible Officer or on behalf of the Indenture Trustee in accordance with resulting from any investment loss on any Eligible Investment included therein (except to the provisions of this Indentureextent that the Indenture Trustee is the obligor and has defaulted thereon). (jg) The Except as otherwise provided herein, the Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture Agreement 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 rerecordingre-recording, refiling re-filing or redepositing re-depositing 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 Owner Trust EstateEstate other than from funds available in the Collection Account, the Note Account or the Certificate 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 Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties. (h) The Indenture Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Indenture Trustee, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts. (i) Notwithstanding anything in this Agreement to the contrary, the Indenture Trustee shall not be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties of Indenture Trustee. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has actual knowledgeoccurred and has not been cured or waived, 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 as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) 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 Indenture, shall examine them to determine whether they conform as to form to the requirements of this Indenture. No acceptance of, or reliance on, any such item by 38 the Indenture Trustee shall constitute a representation by the Indenture Trustee of the enforceability or sufficiency of such item. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgethat: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee shall undertake to perform 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 only such duties obligations as are specifically set forth in this Indenture and Indenture; no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) and 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; howeverand, the Indenture Trustee shall examine the certificates and opinions if specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform Indenture, conforming to the requirements 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 Section 6.01(b); (ii) the The Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is shall be 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. (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 Section. (e) The Indenture Trustee shall not be personally liable for interest on with respect to any money received action taken, suffered or omitted to be taken by it except as in good faith in accordance with this Indenture, pursuant to the direction of the Notes evidencing Percentage Interests in the related Class of not less than 25%, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising, suffering or omitting to take any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) The Indenture Trustee shall not be charged with knowledge of any Event of Servicing Termination, any Event of Default or Restricting Event unless a Responsible Officer of the Indenture Trustee may agree obtains actual knowledge of such failure or event or the Indenture Trustee receives written notice of such failure or event from the Servicer, the Trust, the Note Insurer, the Letter of Credit Bank or any Noteholder; and (v) The Indenture Trustee shall have no duty to monitor the performance of the Servicer (as custodian or otherwise), nor shall it have any liability in writing connection with the Issuermalfeasance or nonfeasance by the Servicer; provided, however, that the foregoing shall not diminish or in any way modify any obligation of the Back-up Servicer under the Servicing Agreement. The Indenture Trustee shall have no liability in connection with compliance of the Servicer or the Trust with statutory or regulatory requirements related to the Contracts or the related Equipment. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Contracts or related Equipment or the validity or sufficiency of any assignment of the Contracts to the Trust or the Indenture Trustee. The Indenture Trustee shall have no obligation or liability in respect of the maintenance of casualty or liability insurance in connection with the Contracts or the related Equipment. (fd) Money held in trust by the The Indenture Trustee need shall 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 hereunder, or in the exercise of any of its rights or powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision , and none of the provisions contained in this Indenture relating shall in any event require the Indenture Trustee to perform, or be responsible for the conduct manner of performance of, any of the obligations of the Servicer under this Indenture or affecting the liability of or affording protection to Servicing Agreement except during such time, if any, as the Indenture Trustee shall be subject to the provisions successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Section and to the provisions of the TIAIndenture. (ie) On each Determination Date, the Indenture Trustee shall give notice, by facsimile, to a Servicing Officer of the Servicer, the Note Insurer and the Letter of Credit Bank if the total amount then on deposit in the Collection Account is less than the amount indicated in the Monthly Statement. (f) The Indenture Trustee shall not be charged with knowledge immediately notify the Note Insurer and the Letter of Credit Bank of: (a) any proposed change herein or supplement hereto; (b) the occurrence of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Default, Event of Default or (ii) written notice of such Servicing Termination, Event of Default shall have been received by Back-up Servicing Termination or Restricting Event actually known to a Responsible Officer of the Indenture Trustee in accordance with Trustee; (c) any proposed change of the provisions of this Indenture. (j) The Indenture Trustee shall have no duty hereunder; (Ad) any matter to see be put to the Noteholders for election hereunder; (e) any proposed exercise by the Noteholders of any option, vote, right, power or the like hereunder; and (f) any other matter, notice of which is required hereunder to be given 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, 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 Owner Trust Estate, Noteholders 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 partiesTrustee.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not -35- 41 be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Sale and Servicing Agreement and (ii) hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for application as provided in the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of a majority of the Outstanding Amount of Notes, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The , the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateCollateral, or (Div) 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. (n) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 misconduct; 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Section and to the provisions of the TIAIndenture or any other Basic Documents. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenturethe Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness or breach. (jg) [The Paying Agent shall obtain the SOFR Rate on each SOFR Adjustment Date as of the SOFR Determination Time for so long as the Class A-2b Notes are Outstanding. All determinations of the SOFR Rate by the Paying Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Noteholders.] (h) It is expressly acknowledged, agreed and consented to that [__] will be acting in the capacities of Securities Intermediary, Indenture Trustee shall have no Trustee, Note Registrar, and Paying Agent hereunder and in such other roles as are assigned to it under the Basic Documents. [__] may in such multiple capacities discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty (A) of loyalty principles or other equitable principals, in each case, applicable to see such multiple capacities, to the extent that any recording, filing, such conflict or depositing breach arises from the performance by it of its express duties set forth in this Indenture or any agreement referred to herein other Basic Document, in any such capacities, all of which defenses, claims or assertions are hereby expressly waived by the Issuer, the Noteholders (by purchase of their Notes or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of interest therein) and any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee Person having rights pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or partiesany other Basic Document.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 its own affairs; provided, however, that if except when this Indenture or the Indenture Trustee shall assume Sale and Servicing Agreement requires it to follow the duties directions of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersCredit Enhancer. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) obligations of the Indenture Trustee shall undertake be determined solely by the express provisions of this Indenture and the Sale and Servicing Agreement, the Indenture Trustee undertakes to perform such only the duties and only such duties as are specifically set forth stated in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture 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 thereinin them, upon certificates on certificates, opinions, or opinions other documents furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverIndenture and the Sale and Servicing Agreement, and the Indenture Trustee shall examine need not investigate into any of the matters expressed in them; but in the case of certificates and or opinions specifically required to be furnished pursuant to any provision of this Agreement the Indenture Trustee, the Indenture Trustee must examine them to determine whether or not they conform to the requirements of this IndentureIndenture and the Sale and Servicing Agreement. If any instrument is found not to conform to the requirements of this Indenture or the Sale and Servicing Agreement and is not timely corrected to the Indenture Trustee's satisfaction, the Indenture Trustee shall notify the Credit Enhancer and request written instructions as to the action the Credit Enhancer deems appropriate to have the instrument corrected, and if the instrument is not so corrected, the Indenture Trustee will so notify the Credit Enhancer, who may then direct the Indenture Trustee as to any action to be taken. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection does not limit the effect of Section 6.01(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 the direction of the Credit Enhancer or in accordance with a direction received by it pursuant from the Holders of not less than 51% of the aggregate Outstanding Amount relating to Section 5.11. (d) Every provision the method and place of this Indenture that in conducting any way relates Proceeding for any remedy available to the Indenture Trustee is subject with respect to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest the Notes or exercising any right conferred 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 or the terms of under this Indenture or the Sale and Servicing Agreement.; (giv) No the Indenture Trustee shall not be charged with knowledge of the occurrence of an Incipient Default, a Rapid Amortization Event, or of any failure by the Master Servicer to comply with its obligations under Section 6.01(i) or (ii) of the Sale and Servicing Agreement unless a Responsible Officer at the Corporate Trust Office obtains actual knowledge of the failure or the Indenture Trustee receives notice of the failure; and (v) 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 powersrights, if it shall have has reasonable grounds to believe that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured to it. (hd) 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 Section and to the provisions of the TIA. (ie) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer limitations on the obligations of the Indenture Trustee in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of under this Indenture or shall not affect any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance obligations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 acting as Master Servicer under the Indenture Trustee to Sale and Servicing whenever it may be genuine and to have been signed or presented by the proper party or partiesso acting.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which and a Responsible Officer shall have actual knowledge or written notice of the Indenture Trustee has actual knowledgesuch Event of Default, 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Indenture Supplement, and no implied covenants or obligations shall be read into this Indenture or any Indenture Supplement 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 thereinherein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, the Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to Indenture Trustee shall examine the certificates and opinions which are specifically required to be furnished pursuant to any provision of this Agreement Indenture or any Indenture Supplement, shall examine them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. (c) The If an Early Amortization Event has occurred and is continuing and a Responsible Officer shall have actual knowledge or written notice of such Early Amortization Event, Indenture Trustee may not shall exercise such of 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. (d) No provision of this Indenture shall be relieved construed to relieve Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does Section 6.1(d) shall not be construed to limit the effect of Section 6.01(b6.1(a); (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 shall be 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 taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by 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)and/or the direction of the Holders of Notes or for exercising any trust or power conferred upon Indenture Trustee, (b) and (c) of under this Section. (e) The Indenture. Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuer. (f) Money held direction of Servicer, Transferor or the Issuer in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or compliance with the terms of this Indenture or the Sale and Servicing Agreementany Indenture Supplement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any 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, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (hf) Every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection Indenture Trustee, including in its role as Transfer Agent and Registrar, is subject to the this Section 6.1. (g) Except as expressly provided in this Indenture, Indenture Trustee shall be subject have no power to vary the Collateral, including by (i) accepting any substitute payment obligation for a Receivable initially transferred to the provisions of this Section Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the provisions Issuer or (iii) withdrawing from Issuer any Receivable (except as otherwise provided in the Transfer and Servicing Agreement). (h) Indenture Trustee shall have no responsibility or liability for investment losses on Permitted Investments (other than Permitted Investments on which the institution acting as Indenture Trustee is an obligor). Indenture Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from Issuer. Indenture Trustee shall have no liability in respect of losses incurred as a result of the TIAliquidation of any investment prior to its stated maturity or the failure of Issuer to provide timely written investment direction. (i) The Indenture Trustee shall notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Responsible Officer of Indenture Trustee has actual knowledge, and (ii) promptly (and in any event within two Business Days) after the occurrence of any Event of Default or Early Amortization Event of which a Responsible Officer of Indenture Trustee has actual knowledge. (j) For all purposes under this Indenture, Indenture Trustee shall not be charged with deemed to have notice or knowledge of any Event of Default, Early Amortization Event or Servicer Default unless either (i) a Responsible Officer shall have assigned to and working in the Corporate Trust Office of Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of such determining Indenture Trustee’s responsibility and liability hereunder, any reference to an Event of Default Default, Early Amortization Event or (ii) written notice of such Event of Servicer Default shall have been received by a Responsible Officer be construed to refer only to such event of the which Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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 is deemed to have been signed or presented by the proper party or partiesnotice as described in this Section 6.1(j).

Duties of Indenture Trustee. (a) If an a Rapid Amortization Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has received notice or has actual knowledgeknowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others.; (b) Except during the continuance of an a Rapid Amortization Event of Default of which a Responsible Officer of the Indenture Trustee has notice or actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements 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, its negligent failure to perform its material obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; except that: (i) this paragraph does not limit the effect of Section 6.01(b)paragraph (b) of this Section; (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 reasonable good faith in accordance with a direction received by it pursuant to Section 5.11the terms herein; and (iv) the Indenture Trustee shall not be charged with knowledge of any Rapid Amortization Event or any failure by the Servicer to comply with the obligations of the Servicer in the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee at the Corporate Trust Office obtains actual knowledge of such Rapid Amortization Event or failure or the Indenture Trustee receives written notice of such Rapid Amortization Event or failure from the Servicer, the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount. (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 Section. (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 or the terms of this Indenture or the Sale and Servicing Agreement. (ge) 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 powerspowers (including, but not limited to, its powers and obligations to sell, dispose of, or otherwise liquidate, the Collateral pursuant to Section 12.2), if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (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 Section and to the provisions of the TIA. (g) The Indenture Trustee shall, upon three Business Days' prior written notice to the Indenture Trustee, permit any representative of the Insurer, during the Indenture Trustee's normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts (at the expense of the party requesting such copies or extracts) therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. (h) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement. (i) The Indenture Trustee shall not be charged with knowledge shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer claim on the Policy in trust solely for the use and benefit of the Indenture Trustee in accordance with the provisions of this IndentureNoteholders. (j) In no event shall Xxxxx Fargo Bank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, or (other than those duties expressly assumed by the Indenture Trustee thereunder) the Trust Agreement. (k) 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 rerecording, 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 Owner Trust Estate, Collateral or (D) to confirm or verify the contents of any reports or certificates of the Issuer, the Depositor or the Servicer delivered to the Indenture Trustee pursuant to this Indenture reasonably believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (ii) the Indenture Trustee shall not be personally liable for any an error of judgment made in good the absence of bad 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 facts; andterms of this Indenture; (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 the absence of bad faith in accordance with this Indenture, any other Basic Documents or the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise 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 duties only to the Class or Classes of Notes on whose behalf it shall have been appointed; and (iv) the Indenture Trustee, or a Trust Officer thereof, shall only be charged with actual knowledge of any default, Servicer Default, an Event of Default or a breach of any representation or warranty by it pursuant to Section 5.11the Servicer, the Owner Trustee, the Depositor, the Seller or the Issuer under any Basic Document if a Trust Officer of the Indenture Trustee actually knows of such default, Servicer Default, Event of Default or breach or receives written notice thereof. (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 Section. (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 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; provided that any such determination by the Indenture Trustee with respect to its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture shall not take into consideration whether the Noteholders have offered the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred by the Indenture Trustee in connection therewith. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or pursuant to this Section and to the provisions of the TIAIndenture or any other Basic Documents. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance receives written notice that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenturethe Servicer has been breached, and that such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness or breach. (jg) [The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing determine LIBOR as of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to each LIBOR Determination Date for so long as the maintenance Class A-2b Notes are Outstanding. All determinations of any such recording or filing or depositing or to any rerecording, 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 Owner Trust Estate, 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 LIBOR by the Indenture Trustee to Trustee, in absence of manifest error, shall be genuine conclusive for all purposes and to have been signed or presented by binding on the proper party or partiesNoteholders.]

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 the direction of the Holders of at least 51% of the Outstanding Amount of the Notes (acting together as a direction received single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02, or a Responsible Officer of the Indenture Trustee shall otherwise have actual knowledge that an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall shall, at the written direction of the Majority Holders, 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 its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the occurrence and continuance of such an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault: (i) the The Indenture Trustee shall undertake 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 of the Indenture Trustee shall be read into this Indenture against the Indenture Trustee; andIndenture. (ii) in In the absence of gross negligence or bad faith on its part, the Indenture Trustee may conclusively rely, and shall be fully protected from acting or refraining from acting, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, reports, notices, requests, consents, orders, approvals or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; . The Indenture Trustee shall, however, the Indenture Trustee shall examine the such certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this This paragraph does not limit the effect of subsection (b) of this Section 6.01(b);7.01. (ii) the 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 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 from the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (iv) Except in connection with the performance of its obligations under Section 5.113.05(b) hereof, the Indenture Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or to maintain the perfection of any security interest in any Receivable. (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 Section. (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 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 any financial or other 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. (h) Every provision of this Indenture relating . In having reasonable grounds for believing that such repayment or indemnity is not assured to the conduct or affecting the liability of or affording protection to it, the Indenture Trustee shall be subject to must consider not only the provisions likelihood of this Section and to the provisions repayment or indemnity by or on behalf of the TIA. (i) The Indenture Trustee shall not be charged with knowledge Issuer but also the likelihood of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default repayment or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of indemnity from amounts payable to it from the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee Estate pursuant to this Indenture believed by the Indenture Trustee to be genuine Sections 7.07 and to have been signed or presented by the proper party or parties5.03(b) hereof.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer The U.S. Trustee shall have all of the Indenture Trustee has actual knowledgerights, the Indenture Trustee shall exercise the rights immunities, privileges, powers, duties and powers vested in it by this Indenture and use the same degree obligations of care and skill in their exercise an indenture trustee as a prudent person would exercise or use under the circumstances set forth in the conduct Trust Indenture Act, notwithstanding the exclusion of such person’s own affairs; provided, however, that if the Indenture Trustee shall assume the duties any provisions of the Servicer TIA and regulations thereunder pursuant to Section 3.07(e), the definition of "Trust Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself Legislation" or othersotherwise. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the The Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 against the Indenture Trustee; and (ii) . In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Canadian Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent Indenture Trustee would exercise in comparable circumstances. Subject to the absence of bad faith on its partforegoing, the Indenture Trustee may conclusively relywill only be liable for its own gross negligence or bad faith, as to the truth except that no provision of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to this Indenture shall require the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to expend or risk its own funds or incur any provision of this Agreement to determine whether or not they conform to the requirements of this Indenture. (c) liability. 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 Section 6.01(b); (ii) the Indenture Trustee shall will not be liable for any error act or default on the part of judgment made in good faith any agent employed by it or a Responsible Officer unless it is proved that the co-Indenture Trustee, or for having permitted any agent or co-Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to receive and retain any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates money payable to the Indenture Trustee is subject to paragraphs (a)Trustee, (b) and (c) of this Section. (e) except as aforesaid. The Indenture Trustee shall not be liable for interest on or the investment of any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Baytex. 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 Agreementlaw. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during as directed in writing by the continuance Majority Noteholders or any other percentage of an Event of Default of which a Responsible Officer of Noteholders required hereby, the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake undertakes 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 such other Basic Documents against the Indenture Trustee; and (ii) in ). In the absence of bad faith gross negligence or willful misconduct on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture, as to the truth of the statements and the correctness of the opinions expressed therein; 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 specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture (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 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(b)6.1; (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 by 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) this Section 6.1 and (c) of this SectionSection 6.2. (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 on behalf of the Noteholders by the Indenture Trustee need not be segregated from other funds except to the extent required by law or Law, the terms of this Indenture or the Sale and Servicing AgreementManagement Services Agreement or under any Hedge Agreement by a Hedge Counterparty. (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 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 Manager or the Back-up Manager under this Indenture or the Basic Documents. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall have no duty (Ai) 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 rerecordingre-recording, refiling or redepositing of any thereofthereof or otherwise to monitor the perfection, continuation of perfection or the sufficiency or validity of any security interest related to the Collateral, (Bii) to see to any insuranceinsurance or (iii) subject to the other provisions of this Indenture and the Basic Documents, (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 Owner Trust Estate, or Collateral. (Di) to confirm or verify the contents The Indenture Trustee shall not be charged with knowledge of any reports Default, Event of Default, Material Manager Default or certificates breach of the Servicer delivered to representation or warranty unless either (1) a Responsible Officer of the Indenture Trustee pursuant shall have actual knowledge of such Default, Event of Default, Material Manager Default or breach of representation or warranty or (2) written notice of such Default, Event of Default, Material Manager Default or breach of representation or warranty shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture believed Indenture. For the avoidance of doubt, receipt by the Indenture Trustee to be genuine and to have been signed of a Payment Date Report shall not constitute actual knowledge of any breach of representation or presented by the proper party or partieswarranty.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeknowledge has occurred, 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during upon and after the continuance occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 factual 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 examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure and the other Transaction Documents to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to which the Indenture Trustee is subject a party. If any such instrument is found not to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest on conform in 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 material respect to the extent required by law or the terms requirements of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require other Transaction Documents to which 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 powersis a party, 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. (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 notify the provisions of this Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge Noteholders of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of instrument in the event that the Indenture Trustee in accordance with the provisions of this IndentureTrustee, after so requesting, does not receive a satisfactorily corrected instrument. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or 41 recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform all of the obligations and duties required of it under the Sale and Servicing Agreement and (ii) hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for application as provided in the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Collateral under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) The Indenture Trustee shall not be charged liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of a majority of the Outstanding Amount of Notes, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (m) Subject to the other provisions of this Indenture. (j) The , the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateCollateral, or (Div) 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. (n) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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 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; providedSale and Servicing Agreement, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 on their face to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements 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 Section 6.01(b); (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 the direction of the Holders of at least a direction received majority of the Outstanding Amount of the Class A Notes (acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC 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 pursuant to Section 5.11shall have been appointed. (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 Section. (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 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. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to 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 subject maintained by the Indenture Trustee in confidence and shall not be disclosed to the provisions of this Section and any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to the provisions of the TIAsubpoena. (if) The Indenture Trustee shall not be charged with knowledge Pursuant to Sections 3.02 and 4.08 of any Event of Default unless either (i) the Sale and Servicing Agreement, in the event that a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Trust Officer of the Indenture Trustee in accordance discovers that a representation or warranty with respect to a Receivable was incorrect as of the provisions time specified with respect to such representation and warranty or that a covenant of this Indenture. (j) The the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, 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 give prompt written notice to the maintenance of any such recording or filing or depositing or to any rerecording, 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 Servicer and the Owner Trust Estate, or (D) to confirm or verify the contents Trustee 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 partiessuch incorrectness.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeknowledge has occurred, 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during upon and after the continuance occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge:. (i) the Indenture Trustee shall undertake 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 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 factual 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 examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure and the other Transaction Documents to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to which the Indenture Trustee is subject a party. If any such instrument is found not to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest on conform in 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 material respect to the extent required by law or the terms requirements of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require other Transaction Documents to which 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 powersis a party, 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. (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 notify the provisions of this Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge Noteholders of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of instrument in the event that the Indenture Trustee in accordance with the provisions of this IndentureTrustee, after so requesting, does not receive a satisfactorily corrected instrument. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing be continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful misconduct, misconduct except that: (i) this paragraph does not limit the effect of Section 6.01(b)) hereof; (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 5.115.12 hereof. (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 Section. (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 Issuerit. (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 Trust 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. (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 Section and to the provisions of the TIATrust Indenture Act. (i) The Indenture Trustee shall not be charged with knowledge shall, and hereby agrees that it will hold the Policy in trust, and will hold any proceeds of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of claim on the Indenture Trustee Policy in accordance with trust solely for application as provided in the provisions of Trust Agreement and this Indenture. (j) The Indenture Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of the Majority Noteholders, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (k) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default, Insurer Default, Servicer Default or Event of Default unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default, Insurer Default, Servicer Default or Event of Default. (l) Subject to the other provisions of this Indenture, the Indenture Trustee shall have no duty (Ai) 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstatePledged Assets, or (Div) 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. (m) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which and a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this the 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which or a Responsible Officer of the Indenture Trustee has actual knowledgePay Out Event: (i) the Indenture Trustee shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Indenture the Indenture, and no implied covenants or obligations shall be read into this the Indenture 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 or opinions furnished to the Indenture Trustee and conforming to the requirements of this the Indenture; provided, however, the Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to Indenture Trustee shall examine the certificates and opinions which are specifically required to be furnished pursuant to any provision of this Agreement the Indenture or any Indenture Supplement, shall examine them to determine whether or not they substantially conform to the requirements of this Indenturethe Indenture or any Indenture Supplement but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. (c) The If a Pay Out Event has occurred and is continuing and a Responsible Officer of Indenture Trustee may not shall have actual knowledge or written notice of such Pay Out Event, Indenture Trustee shall exercise the rights and powers vested in it by the 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. (d) No provision of the Indenture shall be relieved construed to relieve Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does Section 6.01(d) shall not be construed to limit the effect of Section 6.01(b6.01(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of Indenture Trustee, unless it is shall be 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 taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by 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)and/or the direction of the Holders of Notes or for exercising any trust or power conferred upon Indenture Trustee, (b) and (c) of this Section. (e) The under the Indenture. Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as in good faith in accordance with the direction of Servicer, Transferor, Administrator or Owner Trustee in compliance with the terms of the Indenture Trustee may agree in writing with the Issueror any Indenture Supplement. (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. (ge) No provision of this the Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any 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, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (hf) Every provision of the Indenture that in any way relates to Indenture Trustee is subject to this Indenture relating to Section 6.01. (g) Except as expressly provided in the conduct or affecting the liability of or affording protection to the Indenture, Indenture Trustee shall be subject have no power to vary the Collateral, including by (i) accepting any substitute payment obligation for a Receivable initially transferred to the provisions of this Section Trust under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the provisions Trust or (iii) withdrawing from Issuer any Receivable (except as otherwise provided in the Transfer and Servicing Agreement). The Indenture Trustee shall promptly send to Issuer, Transferor and Servicer a copy of any notice or direction it receives from the Majority Holders relating to a reassignment of Principal Receivables to Transferor pursuant to Section 2.04(d) of the TIATransfer and Servicing Agreement. (h) Indenture Trustee shall have no responsibility or liability for investment losses on Permitted Investments (other than Permitted Investments on which the institution acting as Indenture Trustee is an obligor). Indenture Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from Issuer. In no event shall Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. 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 of Issuer or Servicer to provide timely written investment direction. (i) The Indenture Trustee shall promptly notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Responsible Officer of Indenture Trustee has written notice and (ii) of the occurrence of any Event of Default or Pay Out Event (or any other event or condition which, with the giving of notice or passage of time, or both, will constitute an Event of Default or Pay Out Event) of which a Responsible Officer of Indenture Trustee has actual knowledge or has received written notice from Servicer. (j) For all purposes under the Indenture, Indenture Trustee shall not be charged with deemed to have notice or knowledge of any Event of Default, Pay Out Event or Servicer Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions has actual knowledge thereof or has received written notice thereof. For purposes of this Indenture. (j) The determining Indenture Trustee’s responsibility and liability hereunder, any reference to an Event of Default, Pay Out Event or Servicer Default shall be construed to refer only to such event of which 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 rerecording, 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 Owner Trust Estate, 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 is deemed to have been signed or presented by the proper party or partiesnotice as described in this Section 6.01(j).

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing continuing, of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.115.12. (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 Section. (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 Issuerit. (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. (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. (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 Section and to the provisions of the TIASection. (i) The Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall not be charged with knowledge of have no authority to engage in any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default business operations, acquire any assets other than those specifically included in the Trust Property under this Indenture or (ii) written notice of such Event of Default shall have been received otherwise vary the assets held by a Responsible Officer of the Trust. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in accordance with the provisions of this Indenture. (j) The Indenture Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of a majority of the Outstanding Amount of the Highest Priority Class, relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture. (k) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (l) Subject to the other provisions of this Indenture, the Indenture Trustee shall have no duty (Ai) to see to any recording, filing, or depositing of this Indenture Agreement 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, refiling or redepositing of any thereof, (Bii) to see to any insurance, (Ciii) 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 Owner Trust EstateProperty, or (Div) 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. (m) Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeknowledge 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; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except upon and after the occurrence, and during the continuance continuance, of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge: (i) the Indenture Trustee shall undertake 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 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 factual 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 examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure and the other Transaction Documents to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(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 by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to which the Indenture Trustee is subject a party. If any such instrument is found not to paragraphs (a), (b) and (c) of this Section. (e) The Indenture Trustee shall not be liable for interest on conform in 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 material respect to the extent required by law or the terms requirements of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require other Transaction Documents to which 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 powersis a party, 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. (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 notify the provisions of this Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge Noteholders of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of instrument in the event that the Indenture Trustee in accordance with the provisions of this IndentureTrustee, after so requesting, does not receive a satisfactorily corrected instrument. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing be continuing, and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use with 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to automobile retail installment sale sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has shall have actual knowledgeknowledge or written notice: (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements of this IndentureIndenture and the other Basic Documents to which the Indenture Trustee is a party; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify, re-compute or recalculate any numerical information provided to it pursuant to the 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 willful misconduct, misconduct except that: (i) this paragraph does not limit the effect of Section 6.01(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 by 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) and (c) of this Section. (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 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. (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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has actual knowledgeoccurred and has not been cured or waived, 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 as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) 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 Indenture, shall examine them to determine whether they conform as to form to the requirements of this Indenture. No acceptance of, or reliance on, any such item by the Indenture Trustee shall constitute a representation by the Indenture Trustee of the enforceability or sufficiency of such item. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own gross negligence, bad faith or willful misconduct; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgethat: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee shall undertake to perform 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 only such duties obligations as are specifically set forth in this Indenture and Indenture; no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) and 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; howeverand, the Indenture Trustee shall examine the certificates and opinions if specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform Indenture, conforming to the requirements 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 Section 6.01(b); (ii) the The Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was grossly negligent or engaged in willful misconduct 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. (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 Section. (e) The Indenture Trustee shall not be personally liable for interest on with respect to any money received action taken, suffered or omitted to be taken by it except as in good faith in accordance with this Indenture, pursuant to the direction of the Controlling Parties, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising, suffering or omitting to take any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) The Indenture Trustee shall not be charged with knowledge of any Event of Servicing Termination, any Event of Default or Restricting Event unless a Responsible Officer of the Indenture Trustee may agree obtains actual knowledge of such failure or event or the Indenture Trustee receives written notice of such failure or event from the Servicer, the Issuers, the Note Insurer or any Noteholder; and (v) The Indenture Trustee shall have no duty to monitor the performance of the Servicer, nor shall it have any liability in writing connection with the Issuermalfeasance or nonfeasance by the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Servicer or the Issuers with statutory or regulatory requirements related to the Contracts or the related Equipment. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Contracts or related Equipment or the validity or sufficiency of any assignment of the Contracts to the Issuers or the Indenture Trustee. The Indenture Trustee shall have no obligation or liability in respect of the maintenance of casualty or liability insurance in connection with the Contracts or the related Equipment. (fd) Money held in trust by the The Indenture Trustee need shall 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 hereunder, or in the exercise of any of its rights or powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision , and none of the provisions contained in this Indenture relating shall in any event require the Indenture Trustee to perform, or be responsible for the conduct manner of performance of, any of the obligations of the Servicer under this Indenture or affecting the liability of or affording protection to Servicing Agreement except during such time, if any, as the Indenture Trustee shall be subject to the provisions successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Section and to the provisions of the TIAIndenture. (ie) On each Determination Date, the Indenture Trustee shall give notice, by facsimile, to a Servicing Officer of the Servicer and the Note Insurer if the Available Funds on deposit in the Collection Account as of such Determination Date is less than the amount indicated in the Monthly Statement. (f) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have promptly notify the Note Insurer upon obtaining actual knowledge or receipt of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with of: (a) any proposed change herein or supplement hereto; (b) the provisions occurrence of this Indenture. any Event of Default, Event of Servicing Termination or Restricting Event actually known to a Responsible Officer of the Indenture Trustee; (jc) The any proposed change of the Indenture Trustee shall have no duty hereunder; (Ad) any matter to see be put to the Noteholders for a vote hereunder; (e) any proposed exercise by the Noteholders of any option, vote, right, power or the like hereunder; and (f) any other matter, notice of which is required hereunder to be given 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, 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 Owner Trust Estate, Noteholders 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 partiesTrustee.

Duties of Indenture Trustee. (a) If an a Rapid Amortization Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents 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 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e)is acting as Servicer, the Indenture Trustee in performing such duties it shall use the same degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or othersas is required of the Servicer under the Sale and Servicing Agreement. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge:Rapid Amortization Event (i) the Indenture Trustee shall undertake 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 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, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform on their face to the requirements 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 Section 6.01(b)paragraph (b) of this Section; (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 5.115.12; and (iv) the Indenture Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) and (ii) of Section 6.01 of the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee at the Corporate Trust Office obtains actual knowledge of such failure or occurrence or the Indenture Trustee receives written notice of such failure or occurrence from the Servicer, the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount. (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 Section. (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 or the terms of this Indenture or the Sale and Servicing Agreement. (ge) 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 reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (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 Section and to the provisions of the TIA. (g) The Indenture Trustee shall, upon three Business Days' prior written notice to the Indenture Trustee, permit any representative of the Insurer, during the Indenture Trustee's normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. (h) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement. (i) The Indenture Trustee shall not be charged with knowledge shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer claim on the Policy in trust solely for the use and benefit of the Indenture Trustee in accordance with the provisions of this IndentureNoteholders. (j) The Indenture Trustee In no event shall Bank One, National Association, in any of its capacities hereunder, be deemed to have no duty (A) to see to assumed 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, 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 duties of the Owner Trustee under the Delaware Business Trust EstateStatute, common law, 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 partiesTrust Agreement.

Duties of Indenture Trustee. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has actual knowledgeoccurred and has not been cured or waived, 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 as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) 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 Indenture, shall examine them to determine whether they conform as to form to the requirements of this Indenture. No acceptance of, or reliance on, any such item by the Indenture Trustee shall constitute a representation by th Indenture Trustee of the enforceability or sufficiency of such item. (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 or its own willful misconduct; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgethat: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee shall undertake to perform 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 only such duties obligations as are specifically set forth in this Indenture and Indenture; no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) and 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; howeverand, the Indenture Trustee shall examine the certificates and opinions if specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform Indenture, conforming to the requirements 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 Section 6.01(b); (ii) the The Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is shall be 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. (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 Section. (e) The Indenture Trustee shall not be personally liable for interest on with respect to any money received action taken, suffered or omitted to be taken by it except as in good faith in accordance with this Indenture, pursuant to the direction of the Holders of Notes evidencing the greatest Percentage Interests in the related Class, but in no event less than 25%, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising, suffering or omitting t take any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) The Indenture Trustee shall not be charged with knowledge of any Event of Servicing Termination, any Event of Default or Restricting Event unless a Responsible Officer of the Indenture Trustee may agree obtains actual knowledge of such failure or event or the Indenture Trustee receives written notice of such failure or event from the Servicer, the Trust, the Note Insurer or any Noteholder; and (v) The Indenture Trustee shall have no duty to monitor the performance of the Servicer (as custodian or otherwise), nor shall it have any liability in writing connection with the Issuermalfeasance or nonfeasance by the Servicer; provided, however, that the foregoing shall not diminish or in any way modify any obligation of the Back-up Servicer under the Servicing Agreement. The Indenture Trustee shall have no liability in connection with compliance of the Servicer or the Trust with statutor or regulatory requirements related to the Contracts or the related Equipment. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Contracts or related Equipment or the validity or sufficiency of any pledge of the Contracts to the Trust or the Indenture Trustee. The Indenture Trustee shall have no obligation or liability in respect of the maintenance of casualty or liability insurance in connection with the Contracts or the related Equipment. (fd) Money held in trust by the The Indenture Trustee need shall 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 hereunder, or in the exercise of any of its rights or powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision , and none of the provisions contained in this Indenture relating shall in any event require the Indenture Trustee to perform, or be responsible for the conduct manner of performance of, any of the obligations of the Servicer under this Indenture or affecting the liability of or affording protection to Servicing Agreement except during such time, if any, as the Indenture Trustee shall be subject to the provisions successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Section and to the provisions of the TIAIndenture. (ie) On each Determination Date, the Indenture Trustee shall give notice, by facsimile, to a Servicing Officer of the Servicer and the Note Insurer if the total amount then on deposit in the Collection Account is less than the amount indicated in the Monthly Statement. (f) The Indenture Trustee shall not be charged with knowledge immediately notify the Note Insurer and each Rating Agency of: (i) any proposed change herein or supplement hereto; (ii) the occurrence of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Default, Event of Default or (ii) written notice of such Servicing Termination, Event of Default shall have been received by Back-up Servicing Termination or Restricting Event actually known to a Responsible Officer of the Indenture Trustee in accordance with Trustee; (iii) any proposed change of the provisions of this Indenture. (j) The Indenture Trustee shall have no duty hereunder; (Aiv) any matter to see be put to the Noteholders for election hereunder; (v) any proposed exercise by the Noteholders of any option, vote, right, power or the like hereunder; and (vi) any other matter, notice of which is required hereunder to be given 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, 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 Owner Trust Estate, Noteholders 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 partiesTrustee.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, 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 of such rights and powers as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance of an Event of Default of which actually known to a Responsible Officer of the Indenture Trustee has actual knowledgeOfficer: (i) the Indenture Trustee shall undertake 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 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 or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that are specifically required to be furnished to Indenture Trustee pursuant to any provision of this Indenture or any Indenture Supplement, Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this IndentureIndenture or the applicable Indenture Supplement. (c) The If any Rated Notes are Outstanding, Indenture Trustee may not shall promptly notify each Rating Agency after the occurrence thereof, of any Event of Default, Series Pay Out Event for such Rated Notes or Issuer Pay Out Event of which a Responsible Officer has actual knowledge. (d) No provision of this Indenture shall be relieved construed to relieve Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph clause (d) does not limit the effect of Section 6.01(b)clause (b) of this Section; (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.this Indenture; (div) Every provision Indenture Trustee shall not be charged with knowledge of this a Default, an Event of Default, Series Pay Out Event, Issuer Pay Out Event or Servicer Default or any other matter the occurrence of which would require it to take action (or omit to take action hereunder) unless a Responsible Officer receives written notice of, or obtains actual knowledge of, such event; and (v) Indenture that Trustee shall have no duty to monitor the performance of Issuer or its agents, including the Servicer, nor shall it have any liability in any way relates connection with malfeasance or nonfeasance by Issuer or its agents, including the Servicer. Indenture Trustee shall have no liability in connection with compliance of Issuer or its agents with statutory or regulatory requirements related to the Receivables. Indenture Trustee is subject shall not make or be deemed to paragraphs (a), (b) and (c) have made any representations or warranties with respect to the Receivables or the validity or sufficiency of this Sectionany assignment of the Receivables to the Collateral or Indenture Trustee. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it 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 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, powers if it shall have reasonable grounds to believe reasonably believes 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits); even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (hg) Every Whether or not therein expressly so provided, 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 Section and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. (j) 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 rerecording, 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 Owner Trust Estate, 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.

Duties of Indenture Trustee. (a) The Indenture Trustee undertakes to perform such duties and obligations and only such duties and obligations as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has actual knowledgeoccurred and has not been cured or waived, 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 as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it services for itself or others. (b) Except during the continuance The Indenture Trustee, upon receipt of an Event of Default of which a Responsible Officer of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee has actual knowledgethat are specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform as to form to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). No acceptance of, or reliance on, any such item by the Indenture Trustee shall constitute a representation by the Indenture Trustee of the enforceability or sufficiency of such item. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own gross negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal; PROVIDED, HOWEVER, that: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Indenture Trustee shall undertake to perform 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 only such duties obligations as are specifically set forth in this Indenture and Indenture; no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) and 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; howeverand, the Indenture Trustee shall examine the certificates and opinions if specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform Indenture, conforming to the requirements 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 Section 6.01(b); (ii) the The Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is shall be proved that the Indenture Trustee was grossly negligent or engaged in willful misconduct 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. (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 Section. (e) The Indenture Trustee shall not be personally liable for interest on with respect to any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except this Indenture, pursuant to the extent required by law or direction of 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 powersMajority Holders, 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. (h) Every provision of this Indenture relating to the conduct or affecting the liability time, method and place of or affording protection conducting any proceeding for any remedy available to the Indenture Trustee shall be subject Trustee, or exercising, suffering or omitting to take any trust or power conferred upon the provisions of Indenture Trustee, under this Section and to the provisions of the TIA.Indenture; (iiv) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Servicing Termination, any Event of Default or (ii) written notice of such Restricting Event of Default shall have been received by unless a Responsible Officer of the Indenture Trustee in accordance with obtains actual knowledge of such failure or event or the provisions Indenture Trustee receives written notice of this Indenture.such failure or event from the Servicer, the Issuers or any Noteholder; (jv) The Indenture Trustee shall have no duty (A) to see monitor the performance of the Servicer, nor shall it have any liability in connection with the malfeasance or nonfeasance by the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Servicer, the Back-up Servicer or the Issuers with statutory or regulatory requirements related to any recording, filingthe Contracts or the related Equipment, or depositing any of this the Transaction Documents. Except as set forth in Section 7.16 hereof, the Indenture Trustee shall not make or be deemed to have made any agreement referred representations or warranties with respect to herein itself, the Transaction Documents or the Contracts or related Equipment or the validity or sufficiency of any financing statement assignment of the Contracts to the Issuers or continuation statement evidencing a security interest, the Indenture Trustee. The Indenture Trustee shall have no obligation or to see to liability in respect of the maintenance of any such recording casualty or filing liability insurance in connection with the Contracts or depositing or the related Equipment; (vi) The Indenture Trustee shall have no duty to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to monitor 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 performance of the Owner Trust EstateIssuers, the Custodian or (D) to confirm the Back-up Servicer, nor shall it have any 50 liability in connection with the malfeasance or verify nonfeasance by the contents of any reports Issuers, the Custodian or certificates the Back-up Servicer in the maintenance of the Servicer delivered to Contract Files or otherwise; (vii) Except as expressly set forth in the Transaction Documents, the Indenture Trustee pursuant shall have no obligation to administer, service or collect monies in respect of the Contracts or related Equipment; (viii) The Indenture Trustee shall have no obligation to execute and file such financing, continuation or other statements or take any action to maintain perfection of the Receivables except as expressly provided for herein; nor shall it have any liability in connection with the execution and filing of financing, continuation and other statements by the Issuers; and (ix) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction of the Majority Holders given under this Indenture. (d) The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, including, but not limited to, incurring costs arising from the transition of servicing to the Back-up Servicer or other successor servicer, if it shall have reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Indenture believed by shall in any event require the Indenture Trustee to perform, or be genuine responsible for the manner of performance of, any of the obligations of the Servicer under this Indenture or the Servicing Agreement 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. (e) On each Determination Date, the Indenture Trustee shall give notice, by facsimile, to have been signed or presented by a Servicing Officer of the proper party or partiesServicer if the Available Funds on deposit in the Collection Account as of such Determination Date is less than the amount indicated in the Monthly Statement.