Common use of Duties of Indenture Trustee Clause in Contracts

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents Default or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty Default or other event or (ii) written notice of such Event of Default, breach of a representation or warranty Default or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement [or the Swap Agreement]. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.6.1

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.6.1

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.6.1

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which an Authorized Officer of the Indenture Trustee shall have occurred and be continuingbeen given written notice of or have actual knowledge of, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs. (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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, if required by the terms of this Indenture, 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 on their face 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 paragraph (b) of this Section 6.16.1(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 Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder powers, if the Indenture Trustee it shall have reasonable grounds to believe that repayment repayments of such funds or indemnity reasonably satisfactory to it the Indenture Trustee against such risk or liability is not reasonably assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.

Duties of Indenture Trustee. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person 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 any discretion, permissive right or privilege shall not be deemed to be or otherwise construed as a duty or obligation; 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, 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 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 paragraph (b) of this Section 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; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11; and (iv) the Indenture Trustee shall not be liable for special, punitive, consequential, or indirect damages (including, among other things, lost profits). (d) 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. (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement [or the Swap Agreement]. (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured or provided to it. (g) 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, breach of a representation or warranty of any other party to the Transaction Documents or of any other event unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default, breach of a representation or warranty or other event or (ii) written notice of such Event of Default, breach of a representation or warranty or other event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture; provided, however, that for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report (as defined in the Asset Representations Review Agreement). Except as expressly provided in this Indenture, the Indenture Trustee shall have no duty to take any action to determine whether any Event of Default or other event has occurred. (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 Sale 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. (j) Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) The Indenture Trustee shall have the right to decline to follow any investor direction if the Indenture Trustee determines that the action or proceeding as directed may not lawfully be taken or conflicts with this Indenture or other Transaction Document or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-directing holders. (l) The Indenture Trustee shall not have any obligation to investigate any matter or to exercise any powers vested by the Indenture Trustee unless requested by 25% or more of the Holders, and such Holders have assured to the Indenture Trustee indemnity satisfactory to it.