Common use of Duties of Owner Trustee Clause in Contracts

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Transaction Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Transaction Documents and in accordance with the provisions of this Agreement. No implied covenants covenants, obligations or obligations duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, shall be read into this Agreement. The Owner Trustee shall have no duty or obligation to perform the duties and obligations of the Trust and shall act only at the written direction of the Majority Certificateholders and, to the extent expressly provided herein, the Administrator or the Depositor with respect to the duties of the Trust. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Transaction Document, and the Owner Trustee shall not be responsible for monitoring or supervising or performing the duties and obligations of the Administrator and shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this Section 6.1(d) shall not limit the effect of Section Sections 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement Indenture and may be deposited under such general conditions as may be prescribed by law. Such funds shall be held (i) in a non-interest bearing trust account and (ii) uninvested, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall have no responsibility to record this Agreement or any other Transaction Document, to prepare or file any financing or continuation statement or amendment in any public office at any time or otherwise to perfect or maintain the perfection of any ownership or security interest or lien or to prepare or file any qualification to do business, or securities law filing or report or to monitor or cause the Trust to comply with Regulation RR. (g) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”) of all demands received by an officer in the Corporate Trust Services Department of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. (j) For the avoidance of doubt, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (ig) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent with required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the purposes “TMCC Parties”) of all demands received by an officer in the Corporate Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer Services Department of the Owner TrusteeTrustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable (each, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes“Demand”). The Certificateholders shall not direct If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to take it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any action such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or themselves take such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any action and all records and any other information in the possession of the Owner Trustee that would violate is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of this Section 6.1Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Servicer may direct the Owner Trustee pursuant to Sections 4.01 and 4.04 of the Sale and Servicing Agreement and the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice and will have no liability for such inaction. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) The Owner Trustee shall not be liable hereunder for other than, and only no provision of this Agreement shall be construed to relieve the Owner Trustee from liability for, its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or employee, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Servicer under the Sale and Servicing Agreement or the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special, consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, nuclear or natural catastrophes or acts of God, quarantines, shelter-in-place orders and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by the TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to fail respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Trust, its assets or the conduct of its business. (j) For the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Servicer may direct the Owner Trustee pursuant to Sections 4.01 and 4.04 of the Sale and Servicing Agreement and the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice and will have no liability for such inaction. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) The Owner Trustee shall not be liable hereunder for other than, and only no provision of this Agreement shall be construed to relieve the Owner Trustee from liability for, its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or employee, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Servicer under the Sale and Servicing Agreement or the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special, consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, nuclear or natural catastrophes or acts of God, quarantines, shelter-in-place orders and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by the TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to fail comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding, obligation or inquiry relating in any way to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Trust, its assets or the conduct of its business. (j) For the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Trustee, both prior to and after the occurrence of an Event of Servicer Default, shall undertake to perform such duties, duties and only such duties, duties as are specifically set forth in this Agreement. If an Event of Servicer Default shall have occurred and shall not have been cured and, in the case of an Event of Servicer Default described in clause (i) of Section 14.01, the Owner Trustee has received notice of such Event of Servicer Default, the Owner Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall 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 his own affairs. The Owner Trustee shall execute and deliver, on behalf of the Trust, each Basic Document to which the Trust is a party and all certificates, instruments and agreements contemplated thereby. The Owner Trustee shall execute and authenticate the Certificates in accordance with this Agreement and shall execute the other Basic Documents, including Notes in accordance with the administration Indenture. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all its responsibilities pursuant to the terms of this Agreement and to administer the Trust in the interest of the CertificateholdersCertificateholder, subject to the Basic Documents and in accordance with the provisions of this AgreementAgreement and the other documents to which the Trust is a party. No implied covenants Without limiting the foregoing, the Owner Trustee shall, upon written direction of the Certificateholder and on behalf of the Trust, file and prove any claim or obligations shall be read into this Agreement. (b) claims that may exist on behalf of the Trust against the Seller in connection with any claims paying procedure as part of an insolvency or a receivership proceeding involving the Seller. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents documents to which the Trust is a party to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Documentdocument to which the Trust is a party, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.. Except as expressly provided in the documents to which the Trust is a party, the Owner Trustee shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Receivables. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (ci) In Prior to the occurrence of an Event of Servicer Default, and after the curing of all such Events of Servicer Default that may have occurred, the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee and, in the absence of bad faith on its partthe part of the Owner Trustee, or manifest error, the Owner Trustee may conclusively rely upon on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the The Owner Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was shall have been negligent in ascertaining the pertinent facts; and; (iii) the The Owner Trustee shall not be liable with respect to any action it takes taken, suffered, or omits omitted to take be taken in good faith in accordance with a this Agreement or at the direction received by it pursuant of the Certificateholder relating to Section 4.1the time, Section 4.2 method, and place of conducting any proceeding for any remedy available to the Owner Trustee, or Section 6.4.exercising any trust or power conferred upon the Owner Trustee, under this Agreement; (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (fiv) The Owner Trustee shall not take be charged with knowledge of any action that failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) wouldof Section 14.01, or of any failure by the Seller to comply with the actual knowledge obligations of the Seller referred to in clause (ii) of Section 14.01, unless a Responsible Officer of the Owner Trustee receives written notice of such failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Owner Trustee, cause is not attributable to the Owner Trustee) from the Servicer or the Seller, as the case may be; and (v) Without limiting the generality of this Section or Section 15.04, the Owner Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to therein or any financing statement (or continuation statement) evidencing a security interest in the Receivables or the Financed Vehicles, 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 of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed, or levied against, any part of the Trust, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trust pursuant to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct this Agreement believed by the Owner Trustee to take be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any action time or themselves take ascertain or inquire as to the performance or observance of any action of the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that would violate the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Owner Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Owner 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 Section 6.1Agreement. Except for actions expressly authorized by this Agreement, the Owner Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling and Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement and the Pooling and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling and Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Pooling and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Issuer Basic Documents, including the administration of the Trust Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust Owner Trustee or the Owner Trustee Issuer hereunder or under any other Issuer Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) subsection shall not limit the effect of Section 6.1(a6.01(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1Sections 4.01, Section 4.2 4.03, 4.04 or Section 6.46.04. (e) Subject to Sections 5.1 5.01 and 5.25.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law Applicable Law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by lawApplicable Law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust Issuer set forth in Section 2.3 2.03 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Issuer’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Owner Trustee shall not treat the Issuer as other than a Grantor Trust for federal, State and local income tax purposes and shall not take any tax reporting positions inconsistent with that intent. (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1Section.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”) of all demands received by an officer in the Corporate Trust Services Department of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1’s actual possession.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Servicer may direct the Owner Trustee pursuant to Sections 4.01 and 4.04 of the Sale and Servicing Agreement and the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice and will have no liability for such inaction. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) The Owner Trustee shall not be liable hereunder for other than, and only no provision of this Agreement shall be construed to relieve the Owner Trustee from liability for, its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or employee, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Servicer under the Sale and Servicing Agreement or the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special, consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, nuclear or natural catastrophes or acts of God, quarantines, shelter-in-place orders and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by the TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to fail respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Trust, its assets or the conduct of its business. (j) For the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Servicer may direct the Owner Trustee pursuant to Sections 4.01 and 4.04 of the Sale and Servicing Agreement and the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Servicer under the Sale and Servicing Agreement or the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. (j) For the avoidance of doubt, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”) of all demands received by an officer in the Corporate Trust Services Department of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1’s actual possession.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Owner 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 4.1, Section 4.2 or Section 6.4; and (iv) in no event shall the Owner Trustee be liable for any damages in the name of special, indirect or consequential damages, however styled, including, without limitation, lost profits. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling Agreement, the Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement, the Pooling Agreement and the Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling Agreement, the Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law law, the Pooling Agreement or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Servicer may direct the Owner Trustee pursuant to Sections 4.01 and 4.04 of the Sale and Servicing Agreement and the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice and will have no liability for such inaction. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) The Owner Trustee shall not be liable hereunder for other than, and only no provision of this Agreement shall be construed to relieve the Owner Trustee from liability for, its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or employee, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Servicer under the Sale and Servicing Agreement or the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special, consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, nuclear or natural catastrophes or acts of God, quarantines, shelter-in-place order and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to fail respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Trust, its assets or the conduct of its business. (j) For the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling and Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement and the Pooling and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling and Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, -------- however, that the Owner Trustee shall have examined such certificates or ------- opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Pooling and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts hxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (ig) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to take any action other Person, unless such disclosure is required by any applicable law or themselves take any action that would violate the provisions of this Section 6.1regulation or pursuant to subpoena.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling Agreement, the Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement, the Pooling Agreement and the Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling Agreement, the Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law law, the Pooling Agreement or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. (j) For the avoidance of doubt, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause ,result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d6.01(d) shall not limit the effect of Section 6.1(a6.01(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1Sections 4.01, Section 4.2 4.03, 4.04 or Section 6.46.04. (e) Subject to Sections 5.1 5.01 and 5.25.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law Applicable Law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust Issuer set forth in Section 2.3 2.03 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Issuer’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.16.01.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 Sections 4.1, Section 4.2 4.3, 4.4 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law Applicable Law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust Issuer set forth in Section 2.3 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Issuer’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (ig) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to take any action other Person, unless such disclosure is required by any applicable law or themselves take any action that would violate the provisions of this Section 6.1regulation or pursuant to subpoena.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this Agreementthe Basic Documents, the Certificateholder may by written instruction direct the Owner Trustee in the management of the Trust. No implied covenants or obligations shall Such direction may be read into this Agreementexercised at any time by written instruction of the Certificateholder pursuant to Article IV. (b) Notwithstanding The Owner Trustee, accepts the foregoing, the Owner Trustee shall be deemed trusts hereby created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; PROVIDED, except HOWEVER, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement and the Basic Documents, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement and the Basic Documents; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4of the Certificateholder. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Issuer Basic Documents, including the administration of the Trust Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust Owner Trustee or the Owner Trustee Issuer hereunder or under any other Issuer Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) subsection shall not limit the effect of Section 6.1(a6.01(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1Sections 4.01, Section 4.2 4.03, 4.04 or Section 6.46.04. (e) Subject to Sections 5.1 5.01 and 5.25.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law Applicable Law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by lawApplicable Law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust Issuer set forth in Section 2.3 2.03 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Issuer’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Owner Trustee shall not treat the Issuer as other than a Grantor Trust for United States federal, State and local income tax purposes and shall not take any tax reporting positions inconsistent with that intent. (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1Section.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling Agreement, the Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement, the Pooling Agreement and the Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling Agreement, the Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law law, the Pooling Agreement or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this Agreementthe Basic Documents, the Certificateholder may by written instruction direct the Owner Trustee in the management of the Owner Trust Estate. No implied covenants or obligations shall Such direction may be read into this Agreementexercised at any time by written instruction of the Certificateholder pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall be deemed accepts the trusts hereby created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; provided, except however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement and the Basic Documents, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement and the Basic Documents; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4of the Certificateholder. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any Basic Document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) the duties and only obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (ig) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct All information obtained by the Owner Trustee regarding the Obligors and the 20[__]-[__] Contracts, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) Notwithstanding the foregoing, the right of the Depositor or the Certificateholders to take any action or themselves take any action that would violate affecting the provisions Trust Estate shall be subject to the rights of this Section 6.1the Indenture Trustee under the Indenture.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d6.01(d) shall not limit the effect of Section 6.1(a6.01(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1Sections 4.01, Section 4.2 4.03, 4.04 or Section 6.46.04. (e) Subject to Sections 5.1 5.01 and 5.25.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law Applicable Law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust Issuer set forth in Section 2.3 2.03 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Issuer’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.16.01.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this the Basic Documents, the [Certificateholder][Owners] may by written instruction direct the Owner Trustee in the management of the Owner Trust Estate. Such direction may be exercised at any time by written instruction of the Certificateholder pursuant to Article IV. [Subject to Section 2.11 and Article IV, and in accordance with the terms of the Basic Documents, the Sub-Trust Supplement and the Operating Agreement, the Administrator may be written instruction direct the Owner Trustee in the management of the Sub-Trust Assets. No implied covenants or obligations shall Such direction may be read into this exercised at any time by written instruction of the Administrator pursuant to the terms of the Sub-Trust Supplement and the Operating Agreement.] (b) Notwithstanding the foregoing, the The Owner Trustee shall be deemed accepts the trusts hereby created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; provided, except however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement and the Basic Documents, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement and the Basic Documents; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4of the [Certificateholder][Owners]. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust [and concerning the Sub-Trust Assets], whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) [The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. .] The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this Agreementthe Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. No implied covenants or obligations shall Such direction may be read into this Agreementexercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding The Owner Trustee, accepts the foregoing, the Owner Trustee shall be deemed trusts hereby created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; PROVIDED, except HOWEVER, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Certificateholders representing at least a direction received majority of the outstanding denominations of Certificates held by it pursuant to Section 4.1, Section 4.2 Certificateholders (or Section 6.4such larger percentage as may be required by any other provision of this Agreement or the other Basic Documents). (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); ; (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that that: (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Transaction Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Transaction Documents and in accordance with the provisions of this Agreement. No implied covenants covenants, obligations or obligations duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, shall be read into this Agreement. The Owner Trustee shall have no duty or obligation to perform the duties and obligations of the Trust and shall act only at the written direction of the Majority Certificateholders and, to the extent expressly provided herein, the Administrator or the Depositor with respect to the duties of the Trust. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Transaction Document, and the Owner Trustee shall not be responsible for monitoring or supervising or performing the duties and obligations of the Administrator and shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this Section 6.1(d) shall not limit the effect of Section Sections 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4.. 22 CRVNA 2022-P2 Trust Agreement (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement Indenture and may be deposited under such general conditions as may be prescribed by law. Such funds shall be held (i) in a non-interest bearing trust account and (ii) uninvested, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall have no responsibility to record this Agreement or any other Transaction Document, to prepare or file any financing or continuation statement or amendment in any public office at any time or otherwise to perfect or maintain the perfection of any ownership or security interest or lien or to prepare or file any qualification to do business, or securities law filing or report or to monitor or cause the Trust to comply with Regulation RR. (g) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this Agreementthe Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Owner Trust Estate. No implied covenants or obligations shall Such direction may be read into this Agreementexercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall be deemed accepts the trusts hereby created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; provided, except however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement and the Basic Documents, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement and the Basic Documents; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4the other Basic Documents). (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty made pursuant to Section 3.01 or 6.01 of the Sale and Servicing Agreement with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic DocumentsDocuments to which the Trust is a party, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this AgreementAgreement and the Basic Documents to which the Trust is a party. No implied covenants or obligations shall be read into this Agreement. The Owner Trustee is authorized from time to time to take such action as the Servicer directs in writing with respect to the Basic Documents and shall, upon the written direction of the Servicer, execute and deliver any amendments to this Agreement or any of the Basic Documents. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator Servicer has agreed in the Administration Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator Servicer to carry out its obligations under the Administration Sale and Servicing Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.16.1 and any such direction shall be null and void.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this Agreementthe Basic Documents, the Certificateholder may by written instruction direct the Owner Trustee in the management of the Owner Trust Estate. No implied covenants or obligations shall Such direction may be read into this Agreementexercised at any time by written instruction of the Certificateholder pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall be deemed accepts the trusts xxxxxx created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; provided, except however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement and the Basic Documents, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement and the Basic Documents; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4of the Certificateholder. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling and Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the CertificateholdersRegistered Owners, subject to the Basic Documents and in accordance with the provisions of this Agreement and the Pooling and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling and Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. The Owner Trustee shall not be obligated to monitor the performance of the Administrator. (c) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities as Paying Agent hereunder to the extent the Owner Trustee has delegated such duties to a co-paying agent and the Owner Trustee shall not be liable for the default or failure of the co-paying agent to perform such duties. The Owner Trustee shall not be obligated to monitor the performance of any co-paying agent. (d) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (de) The Owner Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this Section 6.1(dsubsection 6.1(e) shall not limit the effect of Section subsection 6.1(a) or 6.1(b);(b): (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.46.4 or any other provision of this Agreement or in accordance with any Basic Document. (ef) Subject to Sections 5.1 and 5.2Section 5.1, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Pooling and Servicing Agreement and the other Basic Documents and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (fg) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (h) The Certificateholders Registered Owners shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Servicer may direct the Owner Trustee pursuant to Sections 4.01 and 4.04 of the Sale and Servicing Agreement and the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee undertakes shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon. If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice and will have no liability for such inaction. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary. (c) The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such dutiestrusts but only upon the terms of this Agreement. (d) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to Sections 3.03(c) or (f), shall examine them to determine whether they conform on their face to the requirements of Sections 3.03(c) or (f), as applicable, of this Agreement. (e) The Owner Trustee shall not be liable hereunder for other than, and only no provision of this Agreement shall be construed to relieve the Owner Trustee from liability for, its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties, duties and obligations as are specifically set forth in this Agreement and the other Basic DocumentsAgreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties do things enumerated in this Agreement and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely upon certificates or opinions furnished rely, as to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained expressed therein; provided, however, that upon any certificates or opinions furnished to the Owner Trustee shall have examined such certificates or opinions so as and conforming on their face to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit Agreement and the effect of Section 6.1(a) or 6.1(b)Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or employee, unless it is shall be proved that the Owner Trustee was grossly negligent in ascertaining performing its duties in accordance with the pertinent facts; andterms of this Agreement and the Basic Documents; (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with the direction of the Servicer under the Sale and Servicing Agreement or the Holders of the Certificates representing at least a direction received majority of the Percentage Interest (or such larger or smaller percentage of the Percentage Interest as may be required by it pursuant to Section 4.1, Section 4.2 any other provision of this Agreement or Section 6.4.the other Basic Documents); and (eiv) Subject to Sections 5.1 and 5.2, monies received by in no event shall the Owner Trustee hereunder need not be segregated in personally liable for (x) special, consequential, indirect or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any manner except nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and reasonable control of the Owner Trustee shall not be liable for any interest thereonTrustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, nuclear or natural catastrophes or acts of God, pandemics, quarantines, shelter-in-place order and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers. (g) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena. (h) The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”), in the form of Exhibit D, of all demands received by a Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”). If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing. The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form. The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party. The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (i) is inconsistent The Owner Trustee hereby agrees to cooperate with the purposes of the Trust set forth Administrator in Section 2.3 connection with any regulatory, administrative, governmental, investigative or (ii) would, other proceeding or inquiry relating in any way to the actual knowledge Trust, its assets or the conduct of a Responsible Officer its business. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to fail respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Trust, its assets or the conduct of its business. (j) For the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to take monitor or enforce the Sponsor’s compliance with any action applicable risk retention rules or themselves take regulations. The Owner Trustee shall not be charged with knowledge of any action that would violate the provisions such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of this Section 6.1any such rules or regulations.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the CertificateholdersCertificateholder, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Owner 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 4.1, Section 4.2 or Section 6.4; and (iv) in no event shall the Owner Trustee be liable for any damages in the name of special, indirect or consequential damages, however styled, including lost profits. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders Certificateholder shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); ; (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic DocumentsDocuments to which the Trust is a party, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this AgreementAgreement and the Basic Documents to which the Trust is a party. No implied covenants or obligations shall be read into this AgreementAgreement on the part of the Owner Trustee. The Owner Trustee is authorized from time to time to take such action as the Servicer directs in writing with respect to the Basic Documents and shall, upon the written direction of the Servicer, execute and deliver any amendments to this Agreement or any of the Basic Documents. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator Servicer has agreed in the Administration Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator Servicer to carry out its obligations under the Administration Sale and Servicing Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.16.1 and any such direction shall be null and void.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this AgreementAgreement and the Basic Documents. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator Servicer has agreed in the Administration Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator Servicer to carry out its obligations under the Administration Sale and Servicing Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.16.1 and any such direction shall be null and void.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Issuer Basic Documents, including the administration of the Trust Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust Owner Trustee or the Owner Trustee Issuer hereunder or under any other Issuer Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) subsection shall not limit the effect of Section 6.1(a6.01(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1Sections 4.01, Section 4.2 4.03, 4.04 or Section 6.46.04. (e) Subject to Sections 5.1 5.01 and 5.25.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law Applicable Law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by lawApplicable Law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust Issuer set forth in Section 2.3 2.03 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Issuer’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Owner Trustee shall not treat the Issuer as other than a Grantor Trust for federal, State and local income tax purposes and shall not take any tax reporting positions inconsistent with that intent. (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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: 01. wpd - 15 - (i) this Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause [result in the Trust’s becoming taxable as a corporation][cause the Trust to fail to qualify as a grantor trust trust] for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Sale and Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement and the Sale and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Sale and Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedPROVIDED, howeverHOWEVER, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee Trustee, both prior to and after the occurrence of a 1999-A Servicer Event of Default under the Servicing Agreement and the 1999-A Servicing Supplement, undertakes to perform such duties, duties and only such duties, duties as are specifically set forth in this Agreement. (b) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (c) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that (i) the duties and the other Basic Documents, including the administration obligations of the Trust in Owner Trustee shall be determined solely by the interest of the Certificateholders, subject to the Basic Documents and in accordance with the express provisions of this Agreement. No , the Owner Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed do things enumerated in the Administration this Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received of the Transferor relating to the time, method and place of conducting any proceeding for any remedy available to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement or the Origination Trust Agreement (as supplemented by it pursuant to Section 4.1, Section 4.2 the 1999-A SUBI Supplement) or Section 6.4any other matter. (eiv) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable personally responsible for the validity or insufficiency of this Agreement, the Indenture, the Notes or the Certificate or for the preparation, content and sufficiency of any interest thereondocument required to be filed with the Securities and Exchange Commission or for the due execution hereof by the Transferor and the Indenture Trustee or for the form, character, genuineness, sufficiency, value or validity of the Trust property, and the Owner Trustee will not assume or incur any personal liability, duty or obligation to the Transferor, other than as expressly provided for herein; (v) the Owner Trustee shall not be required, either in its individual capacity or in its capacity as trustee, to perform any obligation or duty under this Agreement, the Indenture, the Servicing Agreement or any other Transaction Document which is to be performed by any party other than the Trust or the Owner Trustee and shall have no liability for the acts or omissions of such party. (fd) The Owner Trustee shall not take be required to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (ie) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct All information obtained by the Owner Trustee regarding the Obligors and the Leases contained in the 1999-A SUBI, whether upon the exercise of its rights under this Agreement or any other Transaction Document, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to take any action other Person, unless such disclosure is required by any applicable law or themselves take any action that would violate the provisions of this Section 6.1regulation or pursuant to subpoena.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 4.3, 4.4 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling and Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement and the Pooling and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement. (b) , the Pooling and Servicing Agreement or any other Basic Document against the Owner Trustee. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) . In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) . The Owner Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (ia) this Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (iib) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iiic) the Owner 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 4.1, Section 4.2 or Section 6.46. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) [The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes. .] The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes Subject to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents Article IV and in accordance with the provisions terms of this the Basic Documents, the [Certificateholder][Owners] may by written instruction direct the Owner Trustee in the management of the Owner Trust Estate. Such direction may be exercised at any time by written instruction of the Certificateholder pursuant to Article IV. [Subject to Section 2.13 and Article IV, and in accordance with the terms of the Basic Documents, the Sub-Trust Supplement and the Operating Agreement, the Administrator may by written instruction direct the Owner Trustee in the management of the Sub-Trust Assets. No implied covenants or obligations shall Such direction may be read into this exercised at any time by written instruction of the Administrator pursuant to the terms of the Sub-Trust Supplement and the Operating Agreement.] (b) Notwithstanding the foregoing, the The Owner Trustee shall be deemed accepts the trusts hereby created and agrees to have discharged perform its duties and responsibilities hereunder and under with respect to such trusts but only upon the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty terms of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration this Agreement. (c) In the absence The Owner Trustee, upon receipt of bad faith on its partall resolutions, the Owner Trustee may conclusively rely upon certificates certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Owner Trustee and conforming that shall be specifically required to the requirements be furnished pursuant to any provision of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedAgreement, however, that the Owner Trustee shall have examined such certificates or opinions so as examine them to determine compliance of the same with whether they conform on their face to the requirements of this Agreement. (d) The No provision of this Agreement shall be construed to relieve the Owner 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 misconductmisfeasance; provided, except however, that: (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Section 6.1(d) Agreement and the Basic Documents, the Owner Trustee shall not limit be liable except for the effect performance of Section 6.1(a) such duties and obligations as are specifically set forth in this Agreement and the Basic Documents, no implied covenants or 6.1(b)obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents; (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement and the Basic Documents; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received by it pursuant to Section 4.1, Section 4.2 or Section 6.4of the [Certificateholder][Owners]. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (if) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust [and concerning the Sub-Trust Assets], whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is inconsistent required by any applicable law or regulation or pursuant to subpoena. (g) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the purposes time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of the Trust in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.08 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that any covenant of the Servicer set forth in Section 2.3 4.06 or (ii) would, to the actual knowledge of a Responsible Officer 4.07 of the Owner Trustee, cause Sale and Servicing Agreement has been breached by the Servicer and such incorrectness materially and adversely affects the interests of the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct in any Receivable, the Owner Trustee shall give prompt written notice to take any action or themselves take any action that would violate the provisions Servicer, the Depositor and the Indenture Trustee of this Section 6.1such breach.

Duties of Owner Trustee. (a) The Owner Trustee Trustee, both prior to and after the occurrence of a 1998-A Servicer Event of Default under the Servicing Agreement and the 1998-A Servicing Supplement, undertakes to perform such duties, duties and only such duties, duties as are specifically set forth in this Agreement. (b) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (c) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that (i) the duties and the other Basic Documents, including the administration obligations of the Trust in Owner Trustee shall be determined solely by the interest of the Certificateholders, subject to the Basic Documents and in accordance with the express provisions of this Agreement. No , the Owner Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding Agreement against the foregoingOwner Trustee, the permissive right of the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed do things enumerated in the Administration this Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In construed as a duty and, in the absence of bad faith on its partthe part of the Owner Trustee, the Owner Trustee may conclusively rely rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is shall be proved that the Owner Trustee was negligent in ascertaining performing its duties in accordance with the pertinent factsterms of this Agreement; and (iii) the Owner Trustee shall not be personally liable with respect to any action it takes taken, suffered or omits omitted to take be taken in good faith in accordance with a the direction received of the Transferor relating to the time, method and place of conducting any proceeding for any remedy available to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement or the Origination Trust Agreement (as supplemented by it pursuant to Section 4.1, Section 4.2 or Section 6.4the 1998-A SUBI Supplement). (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (fd) The Owner Trustee shall not take be required to expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (ie) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. The Certificateholders shall not direct All information obtained by the Owner Trustee regarding the Obligors and the Leases contained in the 1998-A SUBI, whether upon the exercise of its rights under this Agreement or any other Transaction Document, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to take any action other Person, unless such disclosure is required by any applicable law or themselves take any action that would violate the provisions of this Section 6.1regulation or pursuant to subpoena.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the CertificateholdersResidual Interestholder, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders Residual Interestholder shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; providedPROVIDED, howeverHOWEVER, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(dSECTION 6.1(D) shall not limit the effect of Section 6.1(aSECTION 6.1(A) or 6.1(bOR (B); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 SECTION 4.1, Section 4.2 or Section OR 6.4. (e) Subject to Sections SECTIONS 5.1 and AND 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section SECTION 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section SECTION 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement and shall have no duty to monitor the Administrator. Amended and Restated Trust Agreement. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 4.3, 4.4 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration AgreementAgreement and shall have no duty to monitor the Administrator. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; andand Amended and Restated Trust Agreement (iii) the Owner 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 4.1, Section 4.2 4.3, 4.4 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to would result in the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) [The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. .] The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this AgreementAgreement against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful bad faith or wilful misconduct, except that: (i) this Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal federal, state or local income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the CertificateholdersResidual Interestholder, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any reasonable error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders Residual Interestholder shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling Agreement, the Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement, the Pooling Agreement and the Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling Agreement, the Servicing Agreement or any other Basic Document against the Owner Trustee. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates -------- ------- or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law law, the Pooling Agreement or the Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.tax

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the CertificateholdersCertificateholder, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The Owner 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 Section subsection 6.1(d) shall not limit the effect of Section subsection 6.1(a) or 6.1(b(b); (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer an officer or employee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Owner 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 4.1, Section 4.2 or Section 6.4; and (iv) in no event shall the Owner Trustee be liable for any damages in the name of special, indirect or consequential damages, however styled, including lost profits. (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement or the Indenture and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust’s becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders Certificateholder shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.

Duties of Owner Trustee. (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the CertificateholdersResidual Interestholder, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. (c) In the absence of bad faith on its part, the The Owner Trustee may conclusively rely upon certificates and shall be fully protected in acting or opinions furnished refraining from acting on any document believed by it to be genuine and to have been signed or presented by the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the proper Person. The Owner Trustee shall have examined such certificates not be bound to make any investigation into any fact or opinions so as to determine compliance of the same with the requirements of this Agreementmatter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document. (d) The Owner 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 Section 6.1(d) shall not limit the effect of Section -------------- ------- 6.1(a) or 6.1(b(b);; ------- --- (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and (iii) the Owner 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 4.1, Section 4.2 or Section 6.4.. ----------------------- (e) Subject to Sections 5.1 and 5.2, monies received by the Owner ------------ --- Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) ----------- would, to the actual knowledge of a Responsible Officer of the Owner Trustee, cause result in the Trust to fail to qualify Trust's becoming taxable as a grantor trust corporation for United States federal income tax purposes. . (g) The Certificateholders Residual Interestholder shall not direct the Owner Trustee to take any action or themselves take any action that would violate the provisions of this Section 6.1.. -----------