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 and a Responsible Officer of the Indenture Trustee has actual knowledge of such 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 Sections 5.11 and 7.02. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; however, the Indenture Trustee shall examine the certificates and opinions 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 act, willful misconduct or its own willful misconductbad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01(b)6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c), (e) and (c)g) of this Section 6.1. (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms purpose of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Transaction Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or any other Transaction Document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture or the other Transaction Documents; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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, or its own bad faith, except that: (i) this paragraph Section 6.1(c) does not limit the effect of Section 6.01(b6.1(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 Sections 5.11 and 7.02any provision of this Indenture or any other Transaction Document. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as set forth in the Transaction Documents and as the Indenture Trustee may agree in writing with the IssuerIssuing Entity. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture Indenture, the Servicing Agreement or the other Basic DocumentsTrust Agreement. (gf) No provision of this Indenture or any other Transaction Document (including after the occurrence of an Event of Default) shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (hg) Every provision of this Indenture and each other Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (h) The Indenture Trustee shall have no liability or responsibility for the acts or omissions of the Issuing Entity, the Servicer, the Backup Servicer, the Depositor, the Sponsor, the Grantor Trust, any other party to any of the Transaction Documents, including as a result of any other party’s failure to comply with Regulation RR. (i) In no event shall the Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and the TIA. (h) 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 given to the Indenture Trustee in accordance with the provisions of the TIAthis Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its 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: (i) the Indenture Trustee undertakes 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 given to the Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, 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 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 relyrely and shall be fully protected in acting or refraining from acting, 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 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 by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Agreement or upon a direction received by it pursuant to Sections 5.11 3.03, 5.02, 5.10 and 7.02. (d) Every provision 5.16 or any other direction of this Indenture that in the Majority Controlling Class Noteholders relating to the time, method and place of conducting any way relates Proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee is subject to Sections 6.01(a), (b) and (c).under this Indenture; (eiv) The 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.it; (fv) Money money held in trust by the Indenture Trustee need not shall be segregated from other funds except to the extent required permitted by Applicable Law law or the terms of this Indenture or the other Basic Documents.Sale and Servicing Agreement; (gvi) No no provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 it; (vii) every provision of this Indenture relating to the conduct or (ii) perform, affecting the liability of or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as affording protection to the Indenture Trustee shall be subject to the successor provisions of this Section and to the provisions of the TIA; (viii) 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 (except an Event of Default described in Section 5.01(a)(i)) unless a Responsible Officer of the Indenture Trustee shall have Actual Knowledge thereof; in the absence of such Actual Knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default; and (ix) 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. (d) The Indenture Trustee shall not have any duty or obligation to manage, make any payment with respect to, and be vested register, record, sell, dispose of, or otherwise deal with the rightsCollateral, dutiesor to otherwise take or refrain from taking any action under, powers and privileges of or in connection with, any document contemplated hereby to which the Servicer Indenture Trustee is a party, except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the Indenture Trustee pursuant to this Agreement or any other Operative Agreement, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this IndentureAgreement or any other Operative Agreement to which it is a party; and no implied duties or obligations shall be read into this Agreement or any Operative Agreement against the Indenture Trustee. The Indenture Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any tax return for the Issuer. The Indenture Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Collateral that result from actions by, or claims against itself that are not related to the administration of the Collateral. (he) 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Transfer and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Transfer and Servicing Agreement 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 or the Transfer and Servicing Agreement; however, the Indenture Trustee shall examine the certificates and opinions 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)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 Sections Section 5.11 and 7.02or Section 5.16(b). (d) Every provision of this Indenture and the Transfer and Servicing Agreement that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsTransfer and Servicing Agreement. (g) No provision of this Indenture or the Transfer and Servicing Agreement shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (h) Every provision of this Indenture or the Transfer and Servicing Agreement relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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, the Indenture Trustee shall examine the certificates and opinions 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 act, its own bad faith or its own willful misconduct, except that: (i) this paragraph does not 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is shall be subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the any other Basic DocumentsDocument. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has shall have actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and the TIA. (h) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of the TIAthis Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and the TIA. (h) 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 given to the Indenture Trustee in accordance with the provisions of this Indenture. (i) The Indenture Trustee shall be required to carry out its duties as specified in Sections 4.1, 4.7, 4.9, 7.4(c), 8.1, 8.2, 8.3(a), 8.4, 10.12 and 10.14 of the TIASale and Servicing Agreement. In furtherance of the foregoing, Sections 4.1, 4.7, 4.9, 7.4(c), 8.1, 8.2, 8.3(a), 8.4, 10.12 and 10.14 of the Sale and Servicing Agreement are hereby incorporated by reference into this Indenture to the extent that they refer to obligations of the Indenture Trustee.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges purpose of the Servicer this Trust as set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges purpose of the Servicer this Trust as set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party, 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 a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (j) 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 TIA6.01.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; however, the Indenture Trustee shall examine the certificates and opinions 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c), (e) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA6.1.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms purpose of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party, 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 a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; howeverPROVIDED, HOWEVER, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (j) 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 TIA6.01.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 written direction received by it pursuant to Sections 5.11 and 7.02. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; however, the Indenture Trustee shall examine the certificates and opinions 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c), (e) and (c)g) of this Section 6.1. (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairsaffairs with respect to the Indenture Collateral. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 paragraph (b) of this Section 6.01(b)6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the The Indenture Trustee shall be under no obligation to (i) advanceexercise any of the rights or powers vested in it by this Indenture, to expend or risk its own funds or otherwise incur financial liability in or to honor the performance request or direction of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds Noteholders pursuant to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as unless the Noteholders shall have offered to the Indenture Trustee shall be reasonable security or indemnity against the successor tocosts, expenses, and liabilities that might be vested incurred by it in compliance with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenturerequest or direction. (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 6.01. (i) The Indenture Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer assigned to and to working in the provisions of the TIAIndenture Trustee's Corporate Trust Office has actual knowledge thereof.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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.6.1

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs, including without limitation, continuing to hold the Trust Estate and receive collections on the Receivables included therein and provided in the Trust Sale and Servicing Agreement. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Trust Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Trust Sale and Servicing Agreement 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, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform 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 negligent action, its own negligent failure to act or its own willful wilful misconduct, except that: (i) this paragraph Section 6.1(c) does not limit the effect of Section 6.01(b6.1(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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsTrust Sale and Servicing Agreement or the Trust Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsaffairs with respect to the Indenture Collateral. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 paragraph (b) of this Section 6.01(b)6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c), (d) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the The Indenture Trustee shall be under no obligation to (i) advanceexercise any of the rights or powers vested in it by this Indenture, to expend or risk its own funds or otherwise incur financial liability in or to honor the performance request or direction of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds Noteholders pursuant to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as unless the Noteholders shall have offered to the Indenture Trustee shall be reasonable security or indemnity against the successor tocosts, expenses, and liabilities that might be vested incurred by it in compliance with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenturerequest or direction. (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 6.01. (i) The Indenture Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer assigned to and to working in the provisions of the TIAIndenture Trustee’s Corporate Trust Office has actual knowledge thereof.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) . Except during the continuance of an Event of Default: (i) , the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, 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, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b)paragraph (a) 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 Sections 5.11 and 7.02the terms of this Indenture or any other Basic Documents. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c)this Section. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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. (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (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, or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default or Event of Default.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has shall have actual knowledge of such Event of Defaultevent, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (b) Except during the continuance of an Event of Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and; (ii) 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 Trust Agreement and no implied covenants or obligations shall be read into the Trust Agreement against the Indenture Trustee when acting as Certificate Registrar and Paying Agent thereunder; and; (iii) 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, that the Indenture Trustee shall not be responsible for the accuracy or content of any such certificate or opinion; however, the Indenture Trustee shall examine the certificates and opinions 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. (c) The Indenture Trustee may shall 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(bparagraph (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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds of the Indenture Trustee except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 deemed to have knowledge of any Indenture Default, Default or Servicer Default or other event unless a Responsible Officer 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, or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate. (k) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Servicing Agreement.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the The Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in In the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; . The Indenture Trustee shall, however, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. (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 This paragraph does not limit the effect of subsection (b) of this Section 6.01(b)6.01; (ii) the 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 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 Sections 5.11 and 7.02Section 5.13 or 5.17 or exercising any trust or power conferred upon the Indenture Trustee under this Indenture. (d) Every provision of For all purposes under this Indenture that in any way relates to Indenture, the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on deemed to have notice or knowledge of any money received by it except as Event of Default described in Section 5.01(b), 5.01(e) or 5.01(f) or any Default described in Section 5.01(c) or 5.01(d) or of any event described in Section 3.05 unless a Responsible Officer assigned to and working in the Indenture Trustee may agree Trustee's corporate trust department has actual knowledge thereof or unless written notice of any event that is in writing with the Issuer. (f) Money held in trust fact such an Event of Default or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by Applicable Law Corporate Trust Office, and such notice references the Notes generally, the Issuer, the Trust Estate or the terms of this Indenture or the other Basic DocumentsIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to (i) advance, 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 powers, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, or to make any investigation into the facts or matters stated in any resolution, note, statement, instrument, opinion, report, notice, request, order, approval, bond or other paper 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 under the Servicing Agreement or otherwise. (iif) perform, or be responsible for the performance of, Every provision of this Indenture that in any of the obligations of the Servicer under this Indenture, except during such time, if any, as way relates to the Indenture Trustee shall be is subject to the successor toprovisions of this Section. (g) Notwithstanding any extinguishment of all right, title and be vested with interest of the Issuer in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the Maturity of the Notes, whether such extinguishment occurs through a Sale of the Trust Estate to another Person, the acquisition of the Trust Estate by the Indenture Trustee or otherwise, the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof) and the Noteholders and the Note Insurer and the rights of Noteholders and the Note Insurer shall continue to be governed by the terms of this Indenture. (h) Every provision The Indenture Trustee or any Custodian appointed pursuant to Section 8.15 shall at all times retain possession of the Mortgage Files in the State of New York or the State of Illinois, except for those Mortgage Files or portions thereof released to the Servicer pursuant to this Indenture or the Servicing Agreement. (i) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture relating or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the conduct maintenance of any such recording or affecting filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the liability payment or discharge of any tax, assessment, or affording protection other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Note Accounts, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee shall pursuant to this Indenture believed by the Indenture Trustee to be subject to the provisions of this Section genuine and to have been signed or presented by the provisions of the TIAproper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture 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 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 bad faith, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 6.01(c) does not limit the effect of Section 6.01(b); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by 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 Sections 5.11 and 7.02hereunder. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections Section 6.01(a), (bSection 6.01(b) and (cSection 6.01(c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic Documentsany Intercreditor Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.01 and to the provisions of the TIATrust Indenture Act. (i) In the event that the Indenture Trustee is also acting as Paying Agent or Environmental Trust Bond Registrar hereunder, the protections of this Article VI shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Environmental Trust Bond Registrar. (j) Except for the express duties of the Indenture Trustee set forth in the Basic Documents, the Indenture Trustee shall have no obligation to administer, service or collect Environmental Control Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Environmental Control Charges. (k) Under no circumstance shall the Indenture Trustee be liable for any indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Environmental Trust Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to perform or to be responsible for the performance of any of the Servicer’s obligations under the Basic Documents. (l) Commencing with March 15, 2022, on or before March 15th of each fiscal year ending December 31, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of the Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, during the immediately preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to Section 6.01(l)(i). (m) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee determines in good faith that the action so directed is inconsistent with the Indenture, any other Basic Document or Applicable Law, or would involve the Indenture Trustee in personal liability. (n) The Indenture Trustee shall not be responsible for special, indirect, punitive or consequential damages, except for its own willful misconduct, negligence or bad faith. (o) In no event shall the Indenture Trustee be liable for failure to perform its duties hereunder if such failure is a direct result of another party’s failure to perform its obligations hereunder. (p) Any discretion, permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (q) The Indenture Trustee’s receipt of publicly available reports hereunder shall not constitute notice of any information contained therein or determinable therefrom, including but not limited to a party’s compliance with covenants under the Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform 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 paragraph (b) of this Section 6.01(b)6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 IssuerIssuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) Subject to the other provisions of this Indenture and the Basic Documents, the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (ii) to see to any insurance or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. (j) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to such Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsaffairs with respect to the Indenture Collateral. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 paragraph (b) of this Section 6.01(b)6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the The Indenture Trustee shall be under no obligation to (i) advanceexercise any of the rights or powers vested in it by this Indenture, to expend or risk its own funds or otherwise incur financial liability in or to honor the performance request or direction of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds Noteholders pursuant to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as unless the Noteholders shall have offered to the Indenture Trustee shall be reasonable security or indemnity against the successor tocosts, expenses, and liabilities that might be vested incurred by it in compliance with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenturerequest or direction. (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 6.01. (i) The Indenture Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer assigned to and to working in the provisions of the TIAIndenture Trustee’s Corporate Trust Office has actual knowledge thereof.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party, 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 a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent and Note Registrar. (j) 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 TIA6.01.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsaffairs with respect to the Indenture Collateral. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 subsection 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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections subsections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsTransfer and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iig) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer have no discretionary duties other than those explicitly set forth in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; however, the Indenture Trustee shall examine the certificates and opinions 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 act, willful misconduct or its own willful misconductbad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01(b)6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c), (e) and (c)g) of this Section 6.1. (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and 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 therein, upon certificates or opinions furnished to a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (j) 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 6.01. (k) Notwithstanding any other provision in this Indenture or the other Basic Documents, nothing in this Indenture or the other Basic Documents shall be construed to limit the legal responsibility of the Indenture Trustee to the provisions U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Indenture Trustee pursuant to, or to otherwise comply with its obligations under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.02 of the TIASale and Servicing Agreement as a successor Master Servicer.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsaffairs with respect to the Indenture Collateral. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 act, its own willful misconductmisconduct or actions taken in bad faith, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01(b)6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the The Indenture Trustee shall be under no obligation to (i) advanceexercise any of the rights or powers vested in it by this Indenture, to expend or risk its own funds or otherwise incur financial liability in or to honor the performance request or direction of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds Holders pursuant to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as unless the Holders shall have offered to the Indenture Trustee shall be reasonable security or indemnity against the successor tocosts, expenses, and liabilities that might be vested incurred by it in compliance with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenturerequest or direction. (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 6.01. (i) The Indenture Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer assigned to and to working in the provisions of the TIAIndenture Trustee’s Corporate Trust Office has actual knowledge thereof or if such notice has been delivered in accordance with Section 10.09.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and that a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultthereof, 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, its own bad faith or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b6.01(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith 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 Sections 5.11 and 7.027.05. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is shall be subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the any other Basic DocumentsDocument. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 it, or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this IndentureIndenture and the Sale and Servicing Agreement. (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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party, 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 a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent and Note Registrar. (j) 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 TIA6.01.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party, 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 a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Pooling Agreement and the Servicing Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, the Pooling Agreement, the Servicing Agreement or any other Basic Document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the any applicable 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 Section 6.1(c) does not limit the effect of Section 6.01(b6.1(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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsServicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 it. (g) The Indenture Trustee shall reimburse the Seller and any director, officer, employee or agent of the Seller for any contractual damages, liability or expense incurred by reason of the Indenture Trustee's willful misfeasance, bad faith or gross negligence (iiexcept errors in judgment) perform, or be responsible for in the performance of, of its duties under any of the Further Transfer and Servicing Agreements, or by reason of reckless disregard of its obligations and duties under any of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, Further Transfer and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this IndentureServicing Agreements. (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 6.1 and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; however, the Indenture Trustee shall examine the certificates and opinions 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.1. (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has shall have actual knowledge of such Event of Defaultevent, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (b) Except during the continuance of an Event of Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and; (ii) 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 Trust Agreement and no implied covenants or obligations shall be read into the Trust Agreement against the Indenture Trustee when acting as Certificate Registrar and Paying Agent thereunder; and; (iii) 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, that the Indenture Trustee shall not be responsible for the accuracy or content of any such certificate or opinion; however, the Indenture Trustee shall examine the certificates and opinions 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. (c) The Indenture Trustee may shall 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(bparagraph (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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds of the Indenture Trustee except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsIndenture. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 deemed to have knowledge of any Indenture Default, Default or Servicer Default or other event unless a Responsible Officer 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, or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate. (k) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Servicing Agreement. (l) The Indenture Trustee shall determine LIBOR as of each LIBOR Determination Date for so long as the Class A-2b Notes are Outstanding. All determinations of LIBOR by the Indenture Trustee, in absence of manifest error, shall be conclusive for all purposes and binding on the Noteholders.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 to determine whether or not they conform on their face to the requirements of this IndentureIndenture and the other Transaction Documents to which the Indenture Trustee is a party. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of 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 Sections 5.11 5.12 and 7.027.04. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms purpose of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 Sections 5.11 and 7.02. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee will furnish to each Certificate Holder promptly upon receipt thereof, duplicates or copies of Default has occurred all reports, notices, requests, demands, certificates, financial statements and is continuing and a Responsible Officer of other instruments furnished to the Indenture Trustee has actual knowledge under any Operative Agreement or received from the Owner Trustee pursuant to Section 4.01(vi) to the extent the same shall not have been otherwise directly distributed to the Holders pursuant to the express provision of such Event any other Operative Agreement. (b) Subject to the terms of DefaultSections 8.03(e), 8.05, 8.06, 9.01(c), 11.02 and 11.06, upon the written instructions at any time and from time to time of Holders of a majority in aggregate principal amount of the Outstanding Certificates, the Indenture Trustee shall exercise take such of the rights and powers vested following actions as may be specified in it by this Indenture 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. (b) Except during the continuance of an Event of Default: instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power or take such other action hereunder or under any other Operative Agreement or in respect of any part or all of the Indenture Trustee undertakes to perform such duties and only such duties Estate as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trusteespecified in such instructions; and (ii) in the absence of bad faith on its parttake such action with respect to, or to preserve or protect, the Indenture Trustee may conclusively rely, Estate (including the discharge of Liens) as to the truth of the statements shall be specified in such instructions and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of as are consistent with this Indenture; however, and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Indenture Trustee Estate as may be specified from time to time in written instructions of Holders of a majority in aggregate principal amount of the Outstanding Certificates (which instructions may, by their terms, be operative only at a future date and which shall examine be accompanied by the certificates and opinions execution form of such continuation statement so to determine whether or not they conform to the requirements of this Indenturebe filed). (c) The Indenture Trustee may shall not be relieved required to take any action or refrain from liability for its own negligent action, its own negligent failure to act taking any action under Section 8.06 or its own willful misconduct, except that: (i9.01(b) this paragraph does not limit the effect of Section 6.01(b); (ii) unless the Indenture Trustee shall not have been indemnified by the Holders against any liability, cost or expense (including counsel fees) which may be liable for any error of judgment made incurred in good faith 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 Sections 5.11 and 7.02. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) connection therewith. The Indenture Trustee shall not be liable for interest on under any money received by it except as the Indenture Trustee may agree obligation to take any action under this Agreement and nothing 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture Agreement contained shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it it. The Indenture Trustee shall not be required to take any action under Section 8.06 or (ii) perform9.01(b), or nor shall any other provision of this Indenture be responsible for deemed to impose a duty on the performance of, Indenture Trustee to take any of the obligations of the Servicer under this Indenture, except during such timeaction, if any, as the Indenture Trustee shall be have been advised by counsel that such action is contrary to the successor toterms hereof or is otherwise contrary to law. (d) The Indenture Trustee shall not have any duty or obligation to use, and be vested operate, store, lease, control, manage, sell, dispose of or otherwise deal with the rights, duties, powers and privileges Aircraft or any other part of the Servicer Indenture Estate, or to otherwise take or refrain from taking any action under, or in connection with, this Indenture or any part of the Indenture Estate, except as expressly provided by the terms of this Indenture or as expressly provided in written instructions from Holders as provided in this Indenture; and no implied duties or obligations shall be read into this Indenture against the Indenture Trustee. (e) The Owner Trustee and the Indenture Trustee agree that they will not use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Aircraft or any other part of the Indenture Estate except (i) in accordance with the terms of the Lease or the Participation Agreement, or (ii) in accordance with the powers granted or reserved to, or the authority conferred upon, the Owner Trustee and the Indenture Trustee pursuant to this IndentureIndenture and in accordance with the express terms hereof. (hf) Every provision of this Indenture relating Subject to the conduct or affecting the liability provisions of or affording protection to Section 9.04, the Indenture Trustee shall not be subject liable for interest on any money received except as otherwise provided in any other Operative Agreement. Money held in trust by the Indenture Trustee need not be segregated from other funds except to the provisions of this Section and to the provisions of the TIAbe extent required by law.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (c) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful willful, misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(bparagraph (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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsAdministration Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 Section. (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture. (j) Nothing contained herein shall be deemed to authorize the TIAIndenture 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 Trust Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of the Issuer as set forth in this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they reasonably 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 6.1(c) 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 unless it is proved by a court of competent jurisdiction 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.1. (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (h) In the event that the Indenture Trustee is also acting as Paying Agent hereunder or under the Trust Agreement, or as Transfer Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to the Paying Agent, Transfer Agent and Note Registrar. (i) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (j) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to and actually received by the Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible of which an Authorized Officer of the Indenture Trustee has shall have been given written notice of or have actual knowledge of such Event of Defaultof, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, the Sale and Servicing Agreement or any other Basic Document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; howeverPROVIDED, HOWEVER, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the any applicable 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 Section 6.1(c) does not limit the effect of Section 6.01(b6.1(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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity reasonably satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA.

Duties of Indenture Trustee. (a) In the event the Indenture Trustee shall have Actual Knowledge of an Indenture Event of Default, it shall give (i) prompt telex, telegraphic or telephonic notice (confirmed in writing) of such Indenture Event of Default to each Noteholder, (ii) within 30 days after it occurs, notice of such Indenture Event of Default by delivery by hand or by first-class registered or certified mail, postage prepaid, to each Noteholder, and (iii) prompt notice of such Indenture Event of Default to the Owner Trustee and Owner Participant, by written notice sent in the manner provided in Section 14 hereof, which notice shall set forth in reasonable detail the circumstances known to it with respect to such Indenture Event of Default; provided, however, that, for all purposes hereof, in the absence of Actual Knowledge, the Indenture Trustee shall not be deemed to have knowledge of, and shall have no obligation to take any action as a consequence of, the existence of any Indenture Event of Default; and provided, further, however, that the failure of the Indenture Trustee to give any such notice to the Owner Trustee or the Owner Participant under this Section 9.1 shall not in any way affect the validity of any action taken by the Indenture Trustee or any Noteholder pursuant to the exercise of any of the remedies provided in Section 7 hereof, except that the period set forth in Section 16.1 hereof shall be extended by the number of days that both the Owner Trustee and the Owner Participant were unaware of any Indenture Event of Default constituting a Lease Event of Default. Subject to the terms of Section 9.1(c) hereof, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to an Indenture Event of Default, not inconsistent with the provisions of this Indenture, as the Indenture Trustee shall be instructed in writing by a Majority Interest of Noteholders. If the Indenture Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Indenture Event of Default to the Noteholders, the Indenture Trustee may, subject to complying to the extent feasible with instructions thereafter received pursuant to the preceding sentence, take such action, not inconsistent with the provisions of this Indenture, or refrain from taking such action, but shall be under no duty to, and shall have no liability for its failure or refusal to, take or refrain from taking any such action, with respect to such Indenture Event of Default, as it shall deem advisable and in the best interest of the Noteholders. (b) The Indenture Trustee accepts the trusts created hereunder and agrees to perform the same but only upon the terms of the Transaction Documents applicable to it. The Indenture Trustee also agrees to receive and disburse in accordance with the terms of this Indenture all moneys actually received by it and, in doing so, to exercise the same degree of care and skill as is customarily exercised by similar institutions in the receipt and disbursement of money under similar circumstances. (c) The Indenture Trustee shall not be obligated to take any action or refrain from taking any action under any Transaction Document that might in its reasonable judgment involve it in any expense or liability unless it shall have been furnished with an indemnity, in form and substance satisfactory to the Indenture Trustee, which indemnity may be furnished by any Noteholder. (d) Prior to the occurrence of an Indenture Event of Default and after the curing or waiving of all Indenture Events of Default which may have occurred, the Indenture Trustee shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with Buyer’s Transponders or any part of the Indenture Estate, or to otherwise take or refrain from taking any action under, or in connection with, any of the Transaction Documents to which the Indenture Trustee is a party except as expressly provided by the terms hereof or any other Transaction Document or as expressly provided in written instructions furnished pursuant to the terms of this Section 9.1 or Section 9.2 hereof; and this Indenture shall not be interpreted (except as set forth in the next sentence) to contain any implied duties or obligations on the part of the Indenture Trustee. In case an Indenture Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee (which has actual knowledge of such Event of Defaultnot 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 its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (be) Except during Without limiting the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 generality 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; howeverforegoing paragraph (d), the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform have no duty (except as expressly provided in written instructions furnished pursuant to the requirements terms of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act Section 9.1 or its own willful misconduct, except that:Section 9.2 hereof) (i) this paragraph does not limit except to receive the effect original executed counterpart of the Lease as provided in the first sentence of Section 6.01(b); 3.2 hereof, to see to any recording or filing of any of the Transaction Documents, or any other documents, or of any notice or financing statement with respect thereto, or to see to the maintenance of any such recording or filing, (ii) to see to any insurance with respect to Buyer’s Transponders or to effect or maintain any such insurance, (iii) except as otherwise provided in Section 5.04 of the Participation Agreement, to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien owing with respect to, or assessed or levied against, any part of the Indenture Estate, except with respect to amounts required to be withheld pursuant to Section 5.10 hereof, (iv) to confirm or verify any financial statements or (v) except after receipt of notice or Actual Knowledge of Default, to ascertain or inquire as to the performance or observance of any of the covenants of Holdings or the Lessee under the Participation Agreement or the Lease. (f) The Indenture Trustee shall not be liable for any error of judgment made in good faith (without gross negligence) unless it is proved shall be proven that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; and. (iiig) the The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes in good faith and without gross negligence in accordance with the direction in writing at any time and from time to time of a Majority Interest of Noteholders relating to the time, method and place of conducting any proceeding for any remedy, available to the Indenture Trustee, or omits exercising any right or power conferred upon the Indenture Trustee hereunder, and, subject to take Section 9.1(c), shall not be obligated to perform any discretionary act hereunder without the instructions in writing of a Majority Interest of Noteholders (or, where specified, the Requisite Percentage of Noteholders). (h) The Indenture Trustee may at any time request written instructions from the Noteholders with respect to any interpretation of this Indenture or any other Transaction Document or any action to be taken or not to be taken hereunder or thereunder and may withhold any action under this Indenture, or any other Transaction Document, and shall incur no liability for withholding any action, until, subject to Section 9.1(c), it shall have received such written instructions from a Majority Interest of Noteholders (or, where specified, the Requisite Percentage of Noteholders). (i) The Indenture Trustee shall not incur any liability to anyone in acting upon, or in refraining from acting upon, and shall not be bound to make any investigation into the facts or matters stated in, any instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it in good faith to be genuine and believed by it in good faith to be signed or presented by the proper party or parties. The Indenture Trustee may request a copy of a resolution of the Board of Directors of the Lessee, certified by the Secretary or an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by such Board and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee may for all purposes hereof conclusively rely on an Officer’s Certificate of the Owner Trustee or an Instruction Certificate as to such fact or matter (unless it has Actual Knowledge that the fact or matter stated in such certificate is untrue), and such Officer’s Certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02. (d) Every provision reliance thereon. In the administration of this Indenture that in any way relates to the trusts hereunder, the Indenture Trustee is subject may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate, consult with counsel, accountants and other skilled persons to Sections 6.01(abe selected and retained by it (other than persons regularly employed by it), (b) and (c). (e) The the Indenture Trustee shall not be liable for interest on any money received anything done, suffered or omitted in good faith 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms advice or opinion of this Indenture. (h) Every provision of this Indenture relating to the conduct any such counsel, accountants or affecting the liability of or affording protection to other skilled persons, nor shall the Indenture Trustee shall be subject to liable for any misconduct or negligence on the provisions part of this Section and to the provisions of the TIAany agent or attorney appointed with due care by it hereunder.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsTransfer and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iig) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer have no discretionary duties other than those explicitly set forth in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee will furnish to each Certificate Holder promptly upon receipt thereof, duplicates or copies of Default has occurred all reports, notices, requests, demands, certificates, financial statements and is continuing and a Responsible Officer of other instruments furnished to the Indenture Trustee has actual knowledge under any Operative Agreement or received from the Owner Trustee pursuant to Section 4.01(vi) to the extent the same shall not have been otherwise directly distributed to the Holders pursuant to the express provision of such Event any other Operative Agreement. (b) Subject to the terms of DefaultSections 8.02, 8.03(e), 8.05, 8.06, 9.01(c), 11.02 and 11.06, upon the written instructions at any time and from time to time of Holders of a majority in aggregate principal amount of the Outstanding Certificates, the Indenture Trustee shall exercise take such of the rights and powers vested following actions as may be specified in it by this Indenture 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. (b) Except during the continuance of an Event of Default: instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power or take such other action hereunder or under any other Operative Agreement or in respect of any part or all of the Indenture Trustee undertakes to perform such duties and only such duties Estate as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trusteespecified in such instructions; and (ii) in the absence of bad faith on its parttake such action with respect to, or to preserve or protect, the Indenture Trustee may conclusively rely, Estate (including the discharge of Liens) as to the truth of the statements shall be specified in such instructions and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of as are consistent with this Indenture; however, and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Indenture Trustee Estate as may be specified from time to time in written instructions of Holders of a majority in aggregate principal amount of the Outstanding Certificates (which instructions may, by their terms, be operative only at a future date and which shall examine be accompanied by the certificates and opinions execution form of such continuation statement so to determine whether or not they conform to the requirements of this Indenturebe filed). (c) The Indenture Trustee may shall not be relieved required to take any action or refrain from liability for its own negligent action, its own negligent failure to act taking any action under Sections 8.06 or its own willful misconduct, except that: (i9.01(b) this paragraph does not limit the effect of Section 6.01(b); (ii) unless the Indenture Trustee shall not have been indemnified by the Holders against any liability, cost or expense (including counsel fees) which may be liable for any error of judgment made incurred in good faith 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 Sections 5.11 and 7.02. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) connection therewith. The Indenture Trustee shall not be liable for interest on under any money received by it except as the Indenture Trustee may agree obligation to take any action under this Agreement and nothing 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture Agreement contained shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it it. The Indenture Trustee shall not be required to take any action under Section 8.06 or (ii) perform9.01(b), or nor shall any other provision of this Indenture be responsible for deemed to impose a duty on the performance of, Indenture Trustee to take any of the obligations of the Servicer under this Indenture, except during such timeaction, if any, as the Indenture Trustee shall be have been advised by counsel that such action is contrary to the successor toterms hereof or is otherwise contrary to law. (d) The Indenture Trustee shall not have any duty or obligation to use, and be vested operate, store, lease, control, manage, sell, dispose of or otherwise deal with the rights, duties, powers and privileges Aircraft or any other part of the Servicer Indenture Estate, or to otherwise take or refrain from taking any action under, or in connection with, this Indenture or any part of the Indenture Estate, except as expressly provided by the terms of TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -40- 47 this Indenture or as expressly provided in written instructions from Holders as provided in this Indenture; and no implied duties or obligations shall be read into this Indenture against the Indenture Trustee. (e) The Owner Trustee and the Indenture Trustee agree that they will not use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Aircraft or any other part of the Indenture Estate except (i) in accordance with the terms of the Lease or the Participation Agreement, or (ii) in accordance with the powers granted or reserved to, or the authority conferred upon, the Owner Trustee and the Indenture Trustee pursuant to this IndentureIndenture and in accordance with the express terms hereof. (hf) Every provision of this Indenture relating Subject to the conduct or affecting the liability provisions of or affording protection to Section 9.04, the Indenture Trustee shall not be subject liable for interest on any money received except as otherwise provided in any other Operative Agreement. Money held in trust by the Indenture Trustee need not be segregated from other funds except to the provisions of this Section and to the provisions of the TIAbe extent required by law.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c).) of this Section. -44- 52 (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsTransfer and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iig) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer have no discretionary duties other than those explicitly set forth in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 the face value of the 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 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section. (e) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement, except that The Chase Manhattan Bank, solely in its capacity as Backup Servicer, shall perform and be responsible for such obligations during such time, if any, as the Backup Servicer shall be the successor to, and be vested with the rights, powers, duties and privileges of, the Servicer in accordance with the terms of the Sale and Servicing Agreement. (j) The Indenture Trustee shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for the use and benefit of the Noteholders. The Indenture Trustee will deliver to the Rating Agency notice of any change made to the Policy. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of any default or an Event of Default if a Responsible Officer knows of such default or an Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer, the Backup Servicer, the Note Insurer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default or Event of Default.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Indenture Default:: Indenture 29 (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (c) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful willful, misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(bparagraph (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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsServicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 Section. (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of the TIA.this Indenture. Indenture 30

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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, that the Indenture Trustee shall examine the any such certificates and opinions opinions, which by any provision hereof are specifically required to be furnished to the Indenture Trustee, 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(b6.1(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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a6.1(a), (b), (c) and (cg). (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 IssuerLease Trustee. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsAdministrative Agency Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be deemed to have knowledge of any Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and 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 therein, upon certificates or opinions furnished to a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; howeverPROVIDED, HOWEVER, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (j) 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 6.01. (k) Notwithstanding any other provision in this Indenture or the other Basic Documents, nothing in this Indenture or the other Basic Documents shall be construed to limit the legal responsibility of the Indenture Trustee to the provisions U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Indenture Trustee pursuant to, or to otherwise comply with its obligations under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.02 of the TIASale and Servicing Agreement as a successor Master Servicer.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (c) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful willful, misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(bparagraph (b);; Indenture (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsServicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 Section. (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of the TIAthis Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Transfer and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Transfer and Servicing Agreement 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 or the Transfer and Servicing Agreement; provided, however, the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02hereunder. (d) Every provision of this Indenture and the Transfer and Servicing Agreement that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except upon the occurrence and during the continuance continuation of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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; howeverPROVIDED, HOWEVER, that the Indenture Trustee shall examine the certificates and opinions 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 gross 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.1. (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Allocation Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of the TIAthis Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) . Except during the continuance of an Event of Default: (i) , the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, 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, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b)paragraph (a) 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 Sections 5.11 and 7.02the terms of this Indenture or any other Basic Documents. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c)this Section. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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. (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (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, or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default or Event of Default.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, 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 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 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)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 this Agreement or upon a direction received by it pursuant to Sections 5.11 and 7.02.Section 5.10 hereof; (div) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.; (fv) Money money held in trust by the Indenture Trustee need not shall be segregated from other funds except to the extent required permitted by Applicable Law law or the terms of this Indenture or the other Basic Documents.Servicing Agreement; (gvi) No no provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 it; (vii) every provision of this Indenture relating to the conduct or (ii) perform, affecting the liability of or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as affording protection to the Indenture Trustee shall be subject to the successor provisions of this Section and to the provisions of the TIA; (viii) 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 (except an Event of Default described in Section 5.01(a)(i)) unless a Responsible Officer of the Indenture Trustee shall have actual knowledge thereof; in the absence of such actual knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default; and (ix) 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. (d) The Indenture Trustee shall not have any duty or obligation to manage, make any payment with respect to, and be vested register, record, sell, dispose of, or otherwise deal with the rightsCollateral, dutiesor to otherwise take or refrain from taking any action under, powers and privileges of or in connection with, any document contemplated hereby to which the Servicer Indenture Trustee is a party, except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the Indenture Trustee pursuant to this Agreement or any other Operative Agreement, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this IndentureAgreement; and no implied duties or obligations shall be read into this Agreement or any Operative Agreement against the Indenture Trustee. The Indenture Trustee shall have no responsibility to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Operative Agreement or to prepare or file any tax return for the Trust. The Indenture Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Collateral that result from actions by, or claims against itself that are not related to the administration of the Collateral. (he) 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. (f) The Indenture Trustee shall not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses; provided, that nothing in this Section 6.1(f) shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture or otherwise in the event of the Issuer's failure to pay the Indenture Trustee's fees and expenses pursuant to Section 6.7. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of 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 Collateral pursuant to Section 6.7.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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, that the Indenture Trustee shall examine the any such certificates and opinions opinions, which by any provision hereof are specifically required to be furnished to the Indenture Trustee, 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(b6.1(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 Sections 5.11 and 7.02Section 5.13. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a6.1(a), (b), (c) and (cg). (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 IssuerLease Trustee. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsAdministrative Agency Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be deemed to have knowledge of any Potential Event of Default or Potential Early Amortization Event or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (c) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful willful, misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(bparagraph (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 Sections 5.11 and 7.02any provision of this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall, and hereby agrees that it will perform all of the obligations and duties required of it under the Administration Agreement. (f) 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 IssuerTrust. (fg) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsAdministration Agreement. (gh) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and Section. (j) The Indenture Trustee shall not be deemed to have knowledge of any Default, Indenture Default. Administrative Agent Default, Maintenance Provider Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture or the TIAAdministration Agreement.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaulthas occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; . The Indenture Trustee shall, however, the Indenture Trustee shall examine the such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. (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 subsection (b) of this Section 6.01(b)6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.025.13 or 5.17 hereof or exercising any trust or power or remedy 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 Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on deemed to have notice or knowledge of any money received by it except as Event of Default described in Sections 5.01(c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) or (n) hereof or of any event described in Section 3.05 hereof unless a Responsible Officer assigned to and working in the Indenture Trustee may agree Trustee's corporate trust department and having direct responsibility for this Indenture has actual knowledge thereof or unless written notice of any event that is in writing with the Issuer. (f) Money held in trust fact such an Event of Default, or Default is received by the Indenture Trustee need not be segregated from other funds except to at the extent required by Applicable Law Corporate Trust Office, and such notice references the Note generally, the Trust, the Trust Estate or the terms of this Indenture or the other Basic DocumentsIndenture. (ge) No provision of this Indenture shall require the Indenture Trustee to (i) advance, 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 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as Indenture or the other Basic Documents. (f) Every provision of this Indenture that in any way relates to the Indenture Trustee shall be is subject to the successor toprovisions of this Section 6.01. (g) Notwithstanding any extinguishment of all right, title and be vested with interest of the Trust in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Note, whether such extinguishment occurs through a Sale of the Trust Estate to another Person, the acquisition of the Trust Estate by the Indenture Trustee or otherwise, the rights, duties, powers and privileges duties of the Servicer in accordance Indenture Trustee with respect to the Trust Estate (or the proceeds thereof), the Noteholder and the Note Insurer and the rights of the Noteholder and the Note Insurer shall continue to be governed by the terms of this Indenture. (h) Every provision The Indenture Trustee, the Collateral Agent or any successor Collateral Agent appointed pursuant to Section 11.08 of the Sale and Servicing Agreement shall at all times retain possession of the Indenture Trustee's Mortgage Files in the State of Delaware, or the State of New York, (or with respect to The Chase Manhattan Bank, as initial Collateral Agent, in the State of Texas) except for those Indenture Trustee's Mortgage Files or portions thereof released to the Servicer or the Note Insurer pursuant to this Indenture or the Sale and Servicing Agreement. (i) Subject to the other provisions of this Indenture relating and without limiting the generality of this Section 6.01, 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 conduct maintenance of any such recording, filing or affecting depositing or to any re-recording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the liability payment or discharge of any tax, assessment, or affording protection other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate from funds available in the Payment Accounts or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee shall pursuant to this Indenture believed by the Indenture Trustee to be subject to the provisions of this Section genuine and to have been signed or presented by the provisions of the TIAproper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) . Except during the continuance of an Event of Default: (i) , the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in . In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates the face value of the certificates, reports, resolutions, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, 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, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (cb) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b)paragraph (a) 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 Sections 5.11 and 7.02the terms of this Indenture or any other Basic Documents. (dc) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c)this Section. (ed) The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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. (h) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement. (i) The Indenture Trustee shall have no duty (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, or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default or Event of Default.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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.6.1

Duties of Indenture Trustee. (a) If an Event The Indenture Trustee will furnish to each Certificate Holder promptly upon receipt thereof, duplicates or copies of Default has occurred all reports, notices, requests, demands, certificates, financial statements and is continuing and a Responsible Officer of other instruments furnished to the Indenture Trustee has actual knowledge under any Operative Agreement or received from the Owner Trustee pursuant to Section 4.01(vi) to the extent the same shall not have been otherwise directly distributed to the Holders pursuant to the express provision of such Event any other Operative Agreement. (b) Subject to the terms of DefaultSections 8.02, 8.03(e), 8.05, 8.06, 9.01(c), 11.02 and 11.06, upon the written instructions at any time and from time to time of Holders of a majority in aggregate principal amount of the Outstanding Certificates, the Indenture Trustee shall exercise take such of the rights and powers vested following actions as may be specified in it by this Indenture 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. (b) Except during the continuance of an Event of Default: instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power or take such other action hereunder or under any other Operative Agreement or in respect of any part or all of the Indenture Trustee undertakes to perform such duties and only such duties Estate as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trusteespecified in such instructions; and (ii) in the absence of bad faith on its parttake such action with respect to, or to preserve or protect, the Indenture Trustee may conclusively rely, Estate (including the discharge of Liens) as to the truth of the statements shall be specified in such instructions and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of as are consistent with this Indenture; however, and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Indenture Trustee Estate as may be specified from time to time in written instructions of Holders of a majority in aggregate principal amount of the Outstanding Certificates (which instructions may, by their terms, be operative only at a future date and which shall examine be accompanied by the certificates and opinions execution form of such continuation statement so to determine whether or not they conform to the requirements of this Indenturebe filed). (c) The Indenture Trustee may shall not be relieved required to take any action or refrain from liability for its own negligent action, its own negligent failure to act taking any action under Sections 8.06 or its own willful misconduct, except that: (i9.01(b) this paragraph does not limit the effect of Section 6.01(b); (ii) unless the Indenture Trustee shall not have been indemnified by the Holders against any liability, cost or expense (including counsel fees) which may be liable for any error of judgment made incurred in good faith 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 Sections 5.11 and 7.02. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) connection therewith. The Indenture Trustee shall not be liable for interest on under any money received by it except as the Indenture Trustee may agree obligation to take any action under this Agreement and nothing 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture Agreement contained shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it it. The Indenture Trustee shall not be required to take any action under Section 8.06 or (ii) perform9.01(b), or nor shall any other provision of this Indenture be responsible for deemed to impose a duty on the performance of, Indenture Trustee to take any of the obligations of the Servicer under this Indenture, except during such timeaction, if any, as the Indenture Trustee shall be have been advised by counsel that such action is contrary to the successor toterms hereof or is otherwise contrary to law. (d) The Indenture Trustee shall not have any duty or obligation to use, and be vested operate, store, lease, control, manage, sell, dispose of or otherwise deal with the rights, duties, powers and privileges Aircraft or any other part of the Servicer Indenture Estate, or to otherwise take or refrain from taking any action under, or in connection with, this Indenture or any part of the Indenture Estate, except as expressly provided by the terms of TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -40- 47 this Indenture or as expressly provided in written instructions from Holders as provided in this Indenture; and no implied duties or obligations shall be read into this Indenture against the Indenture Trustee. (e) The Owner Trustee and the Indenture Trustee agree that they will not use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Aircraft or any other part of the Indenture Estate except (i) in accordance with the terms of the Lease or the Participation Agreement, or (ii) in accordance with the powers granted or reserved to, or the authority conferred upon, the Owner Trustee and the Indenture Trustee pursuant to this IndentureIndenture and in accordance with the express terms hereof. (hf) Every provision of this Indenture relating Subject to the conduct or affecting the liability provisions of or affording protection to Section 9.04, the Indenture Trustee shall not be subject liable for interest on any money received except as otherwise provided in any other Operative Agreement. Money held in trust by the Indenture Trustee need not be segregated from other funds except to the provisions of this Section and to the provisions of the TIAbe extent required by law.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 paragraph (b) of this Section 6.01(b);6.1; 45 (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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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.6.1

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; howeverPROVIDED, HOWEVER, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or it. (iih) performExcept as expressly provided in the Basic Documents, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be have no obligation to administer, service or collect the successor toFinanced Student Loans or to maintain, and be vested with monitor or otherwise supervise the rightsadministration, duties, powers and privileges servicing or collection of the Servicer in accordance with the terms of this IndentureFinanced Student Loans. (hi) In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar. (j) 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 6.01. (k) Notwithstanding any other provision in this Indenture or the other Basic Documents, nothing in this Indenture or the other Basic Documents shall be construed to limit the legal responsibility of the Indenture Trustee to the provisions U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Indenture Trustee pursuant to, or to otherwise comply with its obligations under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.02 of the TIASale and Servicing Agreement as a successor Master Servicer.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaulthas 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during upon and after the continuance occurrence of an Event of Default:Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and 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 to determine whether or not they conform on their face to the requirements of this IndentureIndenture and the other Transaction Documents to which the Indenture Trustee is a party. If any such instrument is found not to conform in any material respect to the requirements of this Indenture or the other Transaction Documents to which the Indenture Trustee is a party, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (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 or other officers 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 Sections 5.11 and 7.02Section 5.12 or any written direction of the Required Holders. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsPooling and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer have no discretionary duties other than those explicitly set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA. (j) 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 shall have received written notice or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default. (k) The Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (l) The right of the Indenture Trustee to perform any discretionary act 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 in the performance of such act. (m) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the trust Fund created hereby or the powers granted hereunder. (n) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or custodians, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Indenture Trustee with due care. Without limiting the generality of this Section 6.01, the Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any Transaction Document 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, or (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 Collateral.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, 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 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 relyrely and shall be fully protected in acting or refraining from acting, 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 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 by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Agreement or upon a direction received by it pursuant to Sections 5.11 3.03, 5.02, 5.10 and 7.02. (d) Every provision 5.16 or any other direction of this Indenture that in the Majority Controlling Class Noteholders relating to the time, method and place of conducting any way relates proceeding for any remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee is subject to Sections 6.01(a), (b) and (c).under this Indenture; (eiv) The 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.it; (fv) Money money held in trust by the Indenture Trustee need not shall be segregated from other funds except to the extent required permitted by Applicable Law law or the terms of this Indenture or the other Basic Documents.Sale and Servicing Agreement; (gvi) No no provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 it; (vii) every provision of this Indenture relating to the conduct or (ii) perform, affecting the liability of or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as affording protection to the Indenture Trustee shall be subject to the successor provisions of this Section and to the provisions of the TIA; (viii) 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 (except an Event of Default described in Section 5.01(a)(i)) unless a Responsible Officer of the Indenture Trustee shall have Actual Knowledge thereof; in the absence of such Actual Knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default; and (ix) 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. (d) The Indenture Trustee shall not have any duty or obligation to manage, make any payment with respect to, and be vested register, record, sell, dispose of, or otherwise deal with the rightsCollateral, dutiesor to otherwise take or refrain from taking any action under, powers and privileges of or in connection with, any document contemplated hereby to which the Servicer Indenture Trustee is a party, except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the Indenture Trustee pursuant to this Agreement or any other Operative Agreement, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this IndentureAgreement or any other Operative Agreement to which it is a party; and no implied duties or obligations shall be read into this Agreement or any Operative Agreement against the Indenture Trustee. The Indenture Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any tax return for the Issuer. The Indenture Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Collateral that result from actions by, or claims against itself that are not related to the administration of the Collateral. (he) 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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and 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 therein, upon certificates or opinions furnished to a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) of this Section 6.01. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against such risk any loss, liability or liability expense is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (h) Every provision of this Indenture relating to Except as expressly provided in the conduct or affecting the liability of or affording protection to Basic Documents, the Indenture Trustee shall be subject have no obligation to administer, service or collect the provisions of this Section and Financed Student Loans or to maintain, monitor or otherwise supervise the provisions administration, servicing or collection of the TIAFinanced Student Loans.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement, except that Xxxxxx Trust and Savings Bank, solely in its capacity as Backup Servicer, shall perform and be responsible for such obligations during such time, if any, as the Backup Servicer shall be the successor to, and be vested with the rights, powers, duties and privileges of, the Servicer in accordance with the terms of the Sale and Servicing Agreement. (j) The Indenture Trustee shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for the use and benefit of the Noteholders. The Indenture Trustee will deliver to the Rating Agency notice of any change made to the Policy prior to the Termination Date. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of an Event of Default if the Indenture Trustee receives written notice of such Event of Default from the Issuer, the Servicer, the Backup Servicer, the Security Insurer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 to determine whether or 37 not they conform to the requirements of this IndentureIndenture and the other Transaction Documents to which the Indenture Trustee is a party. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of 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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the successor to, and be vested with the rights, duties, powers and privileges purpose of the Servicer this Trust as set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Trust Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, the Trust Sale and Servicing Agreement or any other Basic Document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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 Section 6.1(c) does not limit the effect of Section 6.01(b6.1(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 Sections 5.11 and 7.02any provision of this Indenture or any other Basic Document. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsTrust Sale and Servicing Agreement or the Trust Agreement. (gf) No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (hg) Every provision of this Indenture and each other Basic Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (h) The Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the Basic Documents. (i) In no event shall the Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including without limitation, lost profits.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible of which an Authorized Officer of the Indenture Trustee has shall have been given written notice of or have actual knowledge of such Event of Defaultof, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, the Sale and Servicing Agreement or any other Basic Document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed ex pressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture -------- ------- Trustee shall examine the certificates and opinions to determine whether or not they conform to the any applicable 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 Section 6.1(c) does not limit the effect of Section 6.01(b6.1(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 this Agreement or a direction received by it pursuant to Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity reasonably satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it or it. (iig) Every provision of this Indenture relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (h) No provision of this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer Servicer, under the Sale and Servicing Agreement or this Indenture, Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of of, the Servicer in accordance with the terms of the Sale and Servicing Agreement and this Indenture. (hi) Every provision Subject to the other provisions of this Indenture relating and without limiting the generality of this Section 6.1, 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 conduct maintenance of any such recording or affecting filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the liability payment or discharge of any tax, assessment, or affording protection other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than from funds available in the Note Distribution Account, to the extent permitted by the Basic Documents, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee shall pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be subject to the provisions of this Section genuine and to have been signed or presented by the provisions of the TIAproper party or parties.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer have no discretionary duties other than those explicitly set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 shall be segregated from other funds except to the extent required permitted by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) performit; provided, or be responsible for the performance ofhowever, any of the obligations of the Servicer under this Indenture, except during such time, if any, as that the Indenture Trustee shall not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses and further provided that nothing in this Section 6.1(g) shall be construed to limit the successor to, and be vested with exercise by the rights, duties, powers and privileges Indenture Trustee of any right or remedy permitted under this Indenture or otherwise in the event of the Servicer in accordance with Issuer's failure to pay the terms Indenture Trustee's fees and expenses pursuant to Section 6.7. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of this Indenturerepayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Indenture Trust Estate pursuant to Section 6.7. (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.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA6.1.

Duties of Indenture Trustee. (a) If an Event of Default has shall have occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultbe 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (gf) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it the Indenture Trustee 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 or provided to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 6.1 and to the provisions of the TIA. (h) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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 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); 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 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement, except that Xxxxxx Trust and Savings Bank, solely in its capacity as Backup Servicer, shall perform and be responsible for such obligations during such time, if any, as the Backup Servicer shall be the successor to, and be vested with the rights, powers, duties and privileges of, the Servicer in accordance with the terms of the Sale and Servicing Agreement. (j) The Indenture Trustee shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for the use and benefit of the Noteholders. The Indenture Trustee will deliver to the Rating Agency notice of any change made to the Policy prior to the Termination Date. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of an Event of Default if the Indenture Trustee receives written notice of such Event of Default from the Issuer, the Servicer, the Backup Servicer, the Security Insurer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, 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 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 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)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 this Agreement or upon a direction received by it pursuant to Sections 5.11 and 7.02.Section 5.10 hereof; (div) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.; (fv) Money money held in trust by the Indenture Trustee need not shall be segregated from other funds except to the extent required permitted by Applicable Law law or the terms of this Indenture or the other Basic Documents.Sale and Servicing Agreement; (gvi) No no provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 it; (vii) every provision of this Indenture relating to the conduct or (ii) perform, affecting the liability of or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as affording protection to the Indenture Trustee shall be subject to the successor provisions of this Section and to the provisions of the TIA; (viii) 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 (except an Event of Default described in Section 5.01(a)(i)) unless a Responsible Officer of the Indenture Trustee shall have actual knowledge thereof; in the absence of such actual knowledge, the Indenture Trustee may conclusively assume that there is no default or Event of Default; and (ix) 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. (d) The Indenture Trustee shall not have any duty or obligation to manage, make any payment with respect to, and be vested register, record, sell, dispose of, or otherwise deal with the rightsCollateral, dutiesor to otherwise take or refrain from taking any action under, powers and privileges of or in connection with, any document contemplated hereby to which the Servicer Indenture Trustee is a party, except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the Indenture Trustee pursuant to this Agreement or any other Operative Agreement, and (ii) in accordance with any document or instruction delivered to the Indenture Trustee pursuant to the terms of this IndentureAgreement; and no implied duties or obligations shall be read into this Agreement or any Operative Agreement against the Indenture Trustee. The Indenture Trustee shall have no responsibility to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Operative Agreement or to prepare or file any tax return for the Trust. The Indenture Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Collateral that result from actions by, or claims against itself that are not related to the administration of the Collateral. (he) 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.

Duties of Indenture Trustee. (a) If an Event of Indenture Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (b) Except during the continuance of an Event of Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (c) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful willful, misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(bparagraph (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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds of the Indenture Trustee except to the extent required by Applicable Law law or the terms of this Indenture or the other Basic DocumentsServicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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 Section. (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture. (j) Nothing contained herein shall be deemed to authorize the TIAIndenture 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 Trust Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of the Issuer as set forth in this Indenture.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and of which a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultknowledge, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indentureit. (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) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement, except that Xxxxxx Trust and Savings Bank, solely in its capacity as Backup Servicer, shall perform and be responsible for such obligations during such time , if any, as the Backup Servicer shall be the successor to, and be vested with the rights, powers, duties and privileges of, the Servicer in accordance with the terms of the Sale and Servicing Agreement. (j) The Indenture Trustee shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for the use and benefit of the Noteholders. The Indenture Trustee will deliver to the Rating Agency notice of any change made to the Policy prior to the Termination Date. For purposes of this Section 6.01 and Section 8.03(c), the Indenture Trustee, or a Responsible Officer thereof, shall be charged with actual knowledge of an Event of Default if the Indenture Trustee receives written notice of such Event of Default from the Issuer, the Servicer, the Backup Servicer, the Security Insurer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee shall not be liable for the action or inaction of the Custodian, but 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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aPARAGRAPHS (a), (b) and ), (c), (e) AND (g) 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 shall be segregated from other funds except to the extent required permitted by Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or (ii) performit; PROVIDED, or be responsible for the performance ofHOWEVER, any of the obligations of the Servicer under this Indenture, except during such time, if any, as that the Indenture Trustee shall not refuse or fail to perform any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses and further provided that nothing in this Section 6.1(g) shall be construed to limit the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to exercise by the Indenture Trustee shall be subject to of any right or remedy permitted under this Indenture or otherwise in the provisions of this Section and to the provisions event of the TIAIssuer's failure to pay the Indenture Trustee's fees and expenses pursuant to Section 6.7. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of 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 Collateral pursuant to Section 6.7.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture 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 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. (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 Sections 5.11 and 7.02Section 5.12. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (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 Applicable Law law or the terms of this Indenture or the other Basic DocumentsSale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers 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 or it. (iih) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the The Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer have no discretionary duties other than those explicitly set forth in accordance with the terms of this Indenture. (hi) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section section and to the provisions of the TIA.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge of such Event of Defaultcontinuing, 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 its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and 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 therein, upon certificates or opinions furnished to a Responsible Officer of the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions 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)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 Sections 5.11 and 7.02Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(aparagraphs (a), (b), (c) and (c)g) 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 Applicable Law or the terms of this Indenture or the other Basic Documents. (g) No provision of this Indenture shall require the Indenture Trustee to (i) advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or (ii) perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture, except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.