Common use of Duties of the Indenture Trustee Clause in Contracts

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The ; the Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The ; and the Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing EntityIssuer, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Program Agreements, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances circumstances; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the conduct deemed occurrence of such person’s own affairsan Indenture Event of Default of which a Trust Officer of the Indenture Trustee has not received written notice nor has actual knowledge. (b) Except during the occurrence and continuance of an Indenture Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture or the Program Agreements and no others, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; providedIndenture or the Program Agreements, howeverand the genuineness of signatures believed by it to be genuine and to have been signed or presented by the proper party or parties without further inquiry into the person’s or persons’ authority. However, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture. The Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this IndentureIndenture or other applicable Program Agreement (but need not verify, confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this This clause (c) does not limit the effect of clause (b) of this SectionSection 10.1; (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture;hereunder; and (iv) the The Indenture Trustee shall not be charged with knowledge of an any default or event, including a Potential Indenture Event of Default, Indenture Event of Default, Repo Event of Default or Servicer Default Servicing Termination Event, under this Indenture or any other Program Agreement, unless a Responsible Trust Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such default or event from or has actual knowledge of such default or event. (d) Notwithstanding anything to the Seller, Servicer contrary contained in this Indenture or Note Owners owning Notes aggregating not less than 10% any of the Outstanding Amount Program Agreements, no provision of the Notes; and (v) this Indenture shall require the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller expend or the Servicer, nor shall it have risk its own funds or incur any liability in connection with malfeasance financial or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicerotherwise. The Indenture Trustee shall have no may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. expense. (e) The Indenture Trustee shall not make be under any obligation to take any action under this Indenture which may tend to involve it in any expense or be deemed liability, the payment of which within a reasonable time is not, in its reasonable discretion, assured to have made any representations or warranties it by the security afforded to it by the terms of this Indenture, unless and until requested in writing to do so by the Holders and furnished, from time to time as it may require, with respect reasonable security and indemnity in form and substance acceptable to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (df) Every provision of this Indenture In the event that in any way relates to the Indenture Trustee is subject and Note Registrar shall fail to clauses (a)perform any obligation, (b)duty or agreement in the manner or on the day required to be performed by the Indenture Trustee and Note Registrar, (c) as the case may be, under this Indenture, the Indenture Trustee shall be obligated as soon as practicable upon written notice or actual knowledge of a Trust Officer of the Indenture Trustee thereof and (g)receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (eg) Subject to Section 10.4, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Program Agreements. The Indenture Trustee may allow and credit to the Issuer interest agreed upon in writing by the Issuer and the Indenture Trustee from time to time as may be permitted by law. (h) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by Issuer. Notwithstanding the foregoing, the Indenture Trustee need will not be segregated from other funds except to the extent required by law, prohibit any actions contemplated in this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance case of any of its duties hereunder or a REMIC Election and will reasonably cooperate with the Securities Intermediary in carrying out the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to itevents contemplated following a REMIC Election. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% ten percent (10)% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingThe Indenture Trustee, prior to the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance occurrence of an Event of Default actually known to a Responsible Officer: (i) or after the Indenture Trustee cure or waiver of any Event of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any Supplement and no implied covenants or obligations duties shall be read into this Indenture inferred against it. If an Event of Default has occurred and is continuing, the Indenture Trustee; and (ii) , at the written direction of the Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the related Supplements, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the absence conduct of bad faith on its part, the such Person’s own affairs. The Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinTrustee, upon certificates receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof which are specifically required to be furnished pursuant to any provisions of this Indenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture Trusteeand any applicable Supplement; provided, however, that the Indenture Trustee shall examine not be responsible for the certificates accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished pursuant to this Indenture and opinions to determine whether or not they conform to the requirements any applicable Supplement. No provision of this Indenture. (c) The Indenture or any Supplement shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, except however, that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) The Indenture Trustee, both prior to and after the occurrence of a Servicer Default, shall undertake to perform such duties as are specifically set forth in this Agreement. If an Event of a Servicer Default has shall have occurred and is continuingshall not have been cured, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Agreement, and shall use the same degree of care and skill in their exercise exercise, as a prudent person man or woman would exercise or use under the circumstances in the conduct of such person’s his or her own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 8.2, the Indenture Trustee in performing such duties shall use the degree of skill and attention customarily exercised by a servicer with respect to automobile receivables that it services for itself or others. (b) Except during The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the continuance Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of an Event this Agreement, shall examine them to determine whether they conform as to form to the requirements of Default actually known this Agreement. (c) No provision of this Agreement shall be construed to a Responsible Officerrelieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) prior to the occurrence of a Servicer Default, and after the curing of all such Servicer Defaults that may have occurred, the duties and obligations of the Indenture Trustee undertakes to perform shall be determined solely by the express provisions of this Agreement, the Indenture Trustee shall not be liable except for the performance of such duties and only such duties obligations as are shall be specifically set forth in this Indenture and Agreement, no implied covenants or obligations shall be read into this Indenture Agreement against the Indenture Trustee; Trustee and (ii) , in the absence of bad faith on its partthe part of the Indenture Trustee, or manifest error, the Indenture Trustee may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionAgreement; (ii) the Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was shall have been negligent in ascertaining the pertinent facts; (iii) the Indenture 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 Holders of Notes evidencing not less than 25% of the Note Principal Balance relating to the Indenturetime, method, and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Agreement; (iv) the Indenture Trustee shall not be charged with knowledge of an Event any failure by the Servicer to comply with the obligations of Default the Servicer referred to in clause (i) or Servicer Default (ii) of Section 8.1, or of any failure by the Seller to comply with the obligations of the Seller referred to in clause (ii) of Section 8.1, unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee has actual knowledge or receives written notice of such event failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Indenture Trustee, is not attributable to the Indenture Trustee) from the Servicer, the Seller, Servicer or Note Owners owning the Holders of Notes aggregating evidencing not less than 1025% of the Outstanding Amount of the NotesNote Principal Balance; and (v) without limiting the generality of this Section or Section 9.4, the Indenture Trustee shall have no duty (i) to monitor the performance see to any recording, filing, or depositing of the Issuing Entity, the Trustee, the Seller this Agreement or the Servicer, nor shall it have any liability agreement referred to herein or any financing statement evidencing a security interest in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity Financed Vehicles, or sufficiency to see to the maintenance of any assignment such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Receivables Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the Trust Estate payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Trust, (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Seller's or the Indenture TrusteeServicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable 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 interest on believing that 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 money received by it event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Indenture Trustee may agree in writing shall be the successor to, and be vested with the Issuing Entityrights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. (fe) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (f) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Business Trust Statute, common law, this Indenture or the Sale and Servicing Trust Agreement. (g) No provision of this U.S. Bank National Association by its execution hereof accepts its appointment as Indenture shall require Trustee under the Indenture and this Agreement. The Indenture Trustee shall act upon and in compliance with the written instructions of the Declaring Noteholders delivered pursuant to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment Indenture promptly following receipt of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to written instructions; provided that the Indenture Trustee shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Indenture Trustee has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be subject a condition to the exercise by the Indenture Trustee of its express duties hereunder, except where the Indenture or this Section Agreement provides that the Indenture Trustee is permitted to act only following and the TIAin accordance with such instructions.

Duties of the Indenture Trustee. (a) If an Amortization Event with respect to any Series of Notes Outstanding or an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that the Indenture Trustee shall only be required to exercise the rights and powers vested in it by the Indenture and to use the same degree of care and skill in their exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairsaffairs with respect to a Series of Notes Outstanding with respect to which the Amortization Event has occurred. (b) Except during the continuance of (x) an Event of Default actually known or (y) an Amortization Event with respect to a Responsible Officer:any Series of Notes Outstanding, solely with respect to such Series of Notes Outstanding, (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture the Indenture, and no implied covenants or obligations shall be read into this the Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this the Indenture; provided, however, but in the case of any such certificates or opinions that which by any provision hereof of the Indenture are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenturethe Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Subject to Section 10.1(a), no provision of the Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct; provided, except however, that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the Indenture or in accordance with a direction received by it pursuant to the Indenture;Section 9.11; and (ivii) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity reasonably satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (h) Every provision , and none of this the provisions contained in the Indenture relating to the conduct or affecting the liability of or affording protection to shall in any event require the Indenture Trustee shall to perform, or be subject to this Section and responsible for the TIAmanner of performance of, any of the obligations of any Person under any of the Transaction Documents.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02 or a Responsible Officer shall otherwise have actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall shall, at the direction of the Note Insurer, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the occurrence and continuance of such an Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture against the Indenture Trustee; andIndenture. (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided. The Indenture Trustee shall, however, in the case of any examine such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this IndentureIndenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) This paragraph does not limit the effect of clause subsection (b) of this Section;Section 7.01. (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;. (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant from the Note Insurer or the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;. (iv) Except in connection with the Indenture Trustee shall not be charged with knowledge performance of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Sellerits obligations under Section 3.05(b) hereof, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty responsibility for filing any financing or continuation statement in any public office at any time or otherwise to monitor perfect or to maintain the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency perfection of any assignment of the Receivables to the Trust Estate or the Indenture Trusteesecurity interest in any Receivable. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder (including those duties set forth in this Section 7.01), or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it; provided, however, that nothing in this Section 7.01(d) shall be construed to limit the exercise by the Indenture Trustee, at the Indenture Trustee's sole discretion, of any right or remedy permitted under this Indenture or otherwise in the event of the Owner Trustee's failure to pay the Indenture Trustee's fees and expenses pursuant to Section 7.07. In having reasonable grounds for believing that such repayment or indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it, the Indenture Trustee may consider not only the likelihood of repayment or indemnity by or on behalf of the Owner Trustee but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Property pursuant to Sections 7.07 and 5.05(c) hereof. (e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Section 7.01. (f) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co-trustee or separate trustee appointed by the Owner Trustee and the Indenture Trustee pursuant to Section 7.13 hereof. (g) The permissive right of the Indenture Trustee to take actions enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful misconduct. (h) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any account held by the Indenture Trustee resulting from any loss experienced on any Receivables. (i) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or with the Indenture Trustee's fiduciary duties or that adversely affect its rights and immunities hereunder. (j) Within 5 Business Days of discovery by the Indenture Trustee of the occurrence of an Event of Servicing Default, Event of Insolvency or Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Noteholders, the Rating Agencies and the Owner Trustee. In the event the Servicer does not provide to the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Rating Agencies all reports of the Servicer and all reports to the Noteholders, upon request of any of the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) or one of the Rating Agencies, the Indenture Trustee shall deliver promptly after such request, copies of such Servicer reports as are in the Indenture Trustee's possession to the Note Insurer, the Rating Agencies, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Noteholders. (k) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under the Employee Retirement Income Security Act of 1974, as amended. (l) With respect to all Receivables released from the lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Owner Trustee all the Indenture Trustee's right, title and interest in and to such Receivable and rights appurtenant thereto, such assignment being in the form as prepared by the Servicer and acceptable to the Indenture Trustee. Such Person will thereupon own such Receivable and related rights appurtenant thereto free of any further obligation to the Indenture Trustee, the Note Insurer, the Swap Counterparty or the Noteholders with respect thereto. The Indenture Trustee shall also execute and deliver all such other instruments or documents as shall be reasonably requested by any such Person to be required or appropriate to effect a valid transfer of title to a Receivable and the rights appurtenant thereto. (m) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.01 and the provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default with respect to a Series of Notes has occurred (which has not been cured or waived) and is continuinga Responsible Officer of the Indenture Trustee shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the Outstanding principal amount of the Notes Outstanding of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, part the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments (including electronic communications) furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement on their face. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided, except however, that: (i) this clause paragraph (c) does shall not be construed to limit the effect of clause paragraphs (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer faith, unless it is conclusively determined by a court of competent jurisdiction shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of the Holders of a direction received by it pursuant majority of the Outstanding principal amount of all Series of Notes Outstanding (or, with respect to any such action that does not relate to all Series, the Holders of a majority of the aggregate Outstanding principal amount of all Series of Notes Outstanding to which such action relates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) subject to the provisions of the TIA and paragraphs (a) and (b) of this Section 6.01, the Indenture Trustee shall not be charged with required to take notice of or be deemed to have notice or knowledge of an any Event of Default Default, Early Redemption Event, Reinvestment Event or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of receipt of such event from notice, the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% Indenture Trustee may conclusively assume that none of the Outstanding Amount of the Notessuch events have occurred; and (v) subject to the provisions of the TIA and paragraphs (a) and (b) of this Section 6.01, the Indenture Trustee shall have no duty (A) to monitor the performance see any recording, filing or depositing of the Issuing Entitythis Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under the Transfer and Servicing Agreement. (e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section 6.01. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or (iii) withdrawing from the Issuer any Receivables (except as otherwise provided in the Receivables Purchase Agreements and the Transfer and Servicing Agreement). (g) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments. (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the applicable provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Amortization Event or Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture the Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the The Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof which are specifically required to be furnished pursuant to any provision of this Base Indenture or any of the Indenture Trusteeother Transaction Documents, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureBase Indenture or such other Transaction Document, as the case may be; provided, however, that the Indenture Trustee shall not be responsible for the content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer, the Administrator or the Issuer hereunder. (c) The Subject to subsection 10.1(a), no provision of the Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct; provided, except however, that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the Indenture or in accordance with a direction received by it pursuant to the IndentureSection 9.11; (ivii) the Indenture Trustee shall not be charged with knowledge of an any Event of Default or Servicer Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge thereof or receives written notice thereof; (iii) the Indenture Trustee shall not be charged with knowledge of any failure by any Person to comply with its obligations under the Transaction Documents unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event failure or receives written notice thereof; (iv) prior to the occurrence of an Amortization Event or an Event of Default, and after the curing of all such Amortization Events or Events of Default which may have occurred, the duties and obligations of the Indenture Trustee receives written notice shall be determined solely by the express provisions of the Indenture, the Indenture Trustee shall be obligated to perform only such duties and obligations as are specifically set forth in the Indenture and no implied covenants or obligations shall be read into the Indenture against the Indenture Trustee; (v) anything in the Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such event from the Seller, Servicer loss or Note Owners owning Notes aggregating not less than 10% damage and regardless of the Outstanding Amount form of the Notesaction; and (vvi) subject to the other provisions of the Indenture and without limiting the generality of this Section 10.01, the Indenture Trustee shall have no duty (A) to monitor the performance of the Issuing Entityrecord, file, or deposit this Base Indenture, the TrusteeTransaction Documents or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to maintain any such recording or filing or depositing or to rerecord, refile, or redeposit any thereof, (B) to insure the Seller Issuer Assets and (C) to pay or the Servicerdischarge any tax, nor shall it have assessment, or other governmental charge or any liability in connection with malfeasance lien or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance encumbrance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties kind owing with respect to the Receivables assessed or the validity or sufficiency of levied against, any assignment part of the Receivables to Collateral other than from funds available in the Trust Estate or the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in the Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of any Person under any of the Transaction Documents. (he) Every provision Except for actions expressly authorized by the Indenture, the Indenture Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of this Indenture relating the Issuer Assets now existing or hereafter created or to impair the conduct value of any of the Issuer Assets now existing or affecting hereafter created. (f) In the liability of event that the Paying Agent or affording protection the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under the Indenture, the Indenture Trustee shall be subject obligated promptly to this Section and perform such obligation, duty or agreement in the TIAmanner so required.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingThe Indenture Trustee, prior to the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance occurrence of an Event of Default actually known to a Responsible Officer: (i) or after the Indenture Trustee cure or waiver of any Event of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied covenants or obligations duties shall be read into this Indenture inferred against it. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee; and (ii) , acting in accordance with directions given in accordance with Article VIII hereof direction of the Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the absence conduct of bad faith on its part, the such Person’s own affairs. The Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinTrustee, upon certificates receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof which are specifically required to be furnished pursuant to any provisions of this Indenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture Trusteeand any applicable Supplement; provided, however, that the Indenture Trustee shall examine not be responsible for the certificates accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished pursuant to this Indenture and opinions to determine whether or not they conform to the requirements any applicable Supplement. No provision of this Indenture. (c) The Indenture or any Supplement shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, except however, that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Responsible Officer shall have actual knowledge or written notice of such Event of Default or Servicer Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Required Noteholders, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during With respect to the continuance of an Event of Default actually known to a Responsible Officer: Indenture Trustee at all times: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture Trustee shall notify the Noteholders in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own fraud, bad faith or willful misconduct; provided, except however, that: (i) this clause (c) does shall not be construed to limit the effect of clause clauses (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by shall be proven in a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a this Indenture and/or the direction received by it pursuant of the Required Noteholders as to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or for exercising any trust or power conferred upon the Indenture Trustee under this Indenture; (iv) the Indenture Trustee shall not be charged with deemed to have notice or knowledge of an any Event of Default Default, Early Amortization Event, or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of such event from actual knowledge or receipt of such notice, the SellerIndenture Trustee may conclusively assume that none of such events have occurred and the Indenture Trustee shall not have any obligation or duty to determine whether any Event of Default, Servicer Early Amortization Event or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesany other default has occurred; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it not have any liability in connection with malfeasance duty (A) to see to any recording, filing or nonfeasance by the Issuing Entitydepositing of this Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations re-recording, refiling or warranties redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section 6.01. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Loan initially transferred to the Issuer under the Sale and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or the Trust Estate or (iii) withdrawing from the Trust Estate any Loans (except as otherwise provided in the Loan Purchase Agreement and the Sale and Servicing Agreement). (g) The Indenture Trustee shall not have any responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.07 of this Indenture. (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Amortization Event with respect to any Series of Notes Outstanding or an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture the Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall only be required to exercise the rights and powers vested in it by the Indenture and to use the same degree of care and skill in their exercise as a prudent person would exercise in the conduct of such person’s own affairs with respect to a Series of Notes Outstanding with respect to which the Amortization Event has occurred. (b) Except during the continuance of (x) an Event of Default actually known or (y) an Amortization Event with respect to a Responsible Officer:any Series of Notes Outstanding, solely with respect to such Series of Notes Outstanding, (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture the Indenture, and no implied covenants or obligations shall be read into this the Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this the Indenture; provided, however, but in the case of any such certificates or opinions that which by any provision hereof of the Indenture are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenturethe Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Subject to Section 10.1(a), no provision of the Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own bad faith or willful misconduct; provided, except however, that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the Indenture or in accordance with a direction received by it pursuant to the Indenture;Section 9.11; and (ivii) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity reasonably satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (h) Every provision , and none of this the provisions contained in the Indenture relating to the conduct or affecting the liability of or affording protection to shall in any event require the Indenture Trustee shall to perform, or be subject to this Section and responsible for the TIAmanner of performance of, any of the obligations of any Person under any of the Transaction Documents.

Duties of the Indenture Trustee. (a) If an Event of Default or Servicer Default has occurred and is continuingcontinuing and a Responsible Officer shall have actual knowledge or written notice of such Event of Default or Servicer Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Required Noteholders, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during With respect to the continuance of an Event of Default actually known to a Responsible Officer: Indenture Trustee at all times: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture Trustee shall notify the Noteholders in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own fraud, bad faith or willful misconduct; provided, except however, that: (i) this clause paragraph (c) does shall not be construed to limit the effect of clause paragraphs (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by shall be proven in a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a this Indenture and/or the direction received by it pursuant of the Required Noteholders as to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or for exercising any trust or power conferred upon the Indenture Trustee under this Indenture; (iv) the Indenture Trustee shall not be charged with deemed to have notice or knowledge of an any Event of Default Default, Early Amortization Event, or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of such event from actual knowledge or receipt of such notice, the SellerIndenture Trustee may conclusively assume that none of such events have occurred and the Indenture Trustee shall not have any obligation or duty to determine whether any Event of Default, Servicer Early Amortization Event or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesany other default has occurred; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it not have any liability in connection with malfeasance duty (A) to see to any recording, filing or nonfeasance by the Issuing Entitydepositing of this Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section 6.01. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Loan initially transferred to the Issuer under the Sale and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or the Trust Estate or (iii) withdrawing from the Trust Estate any Loans (except as otherwise provided in the Loan Purchase Agreement and the Sale and Servicing Agreement). (g) The Indenture Trustee shall not have any responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.07 of this Indenture. (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of the Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA. (h) The Indenture Trustee: (i) shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System; (ii) shall, to the extent that any of the Trust Accounts is a Securities Account, comply with all of the obligations of a Securities Intermediary under Article 8 of the UCC with respect thereto; and (iii) agrees that each item of property including cash received by it for deposit in or credit to a Trust Account, and each investment made by it pursuant to Section 8.6 shall constitute and be treated by it as a Financial Asset. (i) No person other than the Indenture Trustee as provided herein shall have “control” (as such term is defined in Section 8-106 of the UCC and Section 9-104 of the UCC) of any of the Trust Accounts.

Duties of the Indenture Trustee. (a) The Indenture Trustee, both prior to and after the occurrence of an Event of Default, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement. If an Event of Default known to the Indenture Trustee has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Sale and Servicing Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, the Indenture Trustee in performing such duties shall use the degree of skill and attention customarily exercised by a servicer with respect to automobile receivables that it services for itself. The Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture or the Sale and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this Indenture or the Sale and Servicing Agreement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement. (b) Except during No provision of this Indenture shall be construed to relieve the continuance of an Event of Default actually known Indenture Trustee from liability for its own negligent action, its own negligent failure to a Responsible Officeract, or its own bad faith or wilful malfeasance; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture or the Sale and Servicing Agreement against the Indenture Trustee; and (ii) , and in the absence of bad faith on its partpart or manifest error, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture or the Sale and Servicing Agreement; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section;and (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeSection 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fd) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, law or the terms of this Indenture or the Sale and Servicing Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer (including its obligations as custodian) under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Sale and Servicing Agreement. (f) The Indenture Trustee shall not be charged with knowledge of an Event of Default until such time as a Responsible Officer shall have actual knowledge or have received written notice thereof. (g) Except for actions expressly authorized by this Indenture or, based upon an Opinion of Counsel, in the best interests of the Noteholders, the Indenture 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. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of the Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default with respect to a Series of Notes has occurred (which has not been cured or waived) and is continuinga Responsible Officer of the Indenture Trustee shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the outstanding principal amount of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, part the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; providedPROVIDED, howeverHOWEVER, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Servicer, the Issuer and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture discovered by the Indenture Trustee which would entitle the Holders of a specified percentage of the outstanding principal amount of the Notes of a Series or Class to take any action pursuant to this Indenture or any Indenture Supplement. (c) The In case an Early Redemption Event or Reinvestment Event with respect to a Series of Notes has occurred and is continuing and a Responsible Officer shall have actual knowledge or written notice of such Early Redemption Event or Reinvestment Event, the Indenture Trustee may shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the outstanding principal amount of such Series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; PROVIDED, except HOWEVER, that: (i) this clause paragraph (cd) does shall not be construed to limit the effect of clause paragraph (ba) of this SectionSECTION 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of the Holders of a direction received by it pursuant majority of the outstanding principal amount of all Series of Notes Outstanding (or, with respect to any such action that does not relate to all Series, the Holders of a majority of the aggregate outstanding principal amount of all Series of Notes Outstanding to which such action relates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) subject to the provisions of the TIA and paragraphs (a) and (b) of this SECTION 6.01, the Indenture Trustee shall not be charged with required to take notice of or be deemed to have notice or knowledge of an any Event of Default Default, Early Redemption Event, Reinvestment Event or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of receipt of such event from notice, the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the NotesIndenture Trustee may conclusively assume that there is no default; and (v) subject to the provisions of the TIA and paragraphs (a) and (b) of this SECTION 6.01, the Indenture Trustee shall have no duty (A) to monitor the performance see any recording, filing or depositing of the Issuing Entitythis Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)Collection Account. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under the Transfer and Servicing Agreement except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of Article VII of the Transfer and Servicing Agreement. (f) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c), (d) and (e) of this SECTION 6.01. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or (iii) withdrawing from the Issuer any Receivables (except as otherwise provided in the Receivables Purchase Agreements and the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments (other than Eligible Investments on which the institution acting as Indenture Trustee is an obligor). (i) The Indenture Trustee shall notify each Rating Agency immediately of the occurrence of any Default, Event of Default, Reinvestment Event, Early Redemption Event or potential Reinvestment Event or Early Redemption Event of which the Indenture Trustee has actual knowledge. (j) In the event that the Paying Agent or the Note Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Note Registrar, as the case may be, under this Indenture, the Indenture Trustee shall be obligated promptly upon actual knowledge of a Responsible Officer thereof to perform such obligation, duty or agreement in the manner so required. (k) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the applicable provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing EntityIssuer, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and 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 such person’s 's own affairs. (b) Except during Prior to the continuance occurrence of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Transaction Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or the other Transaction Documents against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Indenture Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) paragraph does not limit the effect of clause paragraph (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeSection 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses paragraphs (a), (b), ) and (c) and (g)of this Section. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (h) Every provision of this Indenture and each other Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) The Indenture Trustee shall take all actions required to be taken by the Indenture Trustee under the Sale and Servicing Agreement.

Duties of the Indenture Trustee. (a) If an Event of Default or Servicer Default has occurred and is continuingcontinuing and a Responsible Officer shall have actual knowledge or written notice of such Event of Default or Servicer Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Required Noteholders, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except At all times (except during the continuance continuation of an Event of Default actually known to a Responsible Officer: or Servicer Default): (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture Trustee shall notify the Noteholders in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own fraud, bad faith or willful misconduct; provided, except however, that: (i) this clause paragraph (c) does shall not be construed to limit the effect of clause paragraphs (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by shall be proven in a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a this Indenture and/or the direction received by it pursuant of the Required Noteholders as to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or for exercising any trust or power conferred upon the Indenture Trustee under this Indenture; (iv) the Indenture Trustee shall not be charged with deemed to have notice or knowledge of an any Event of Default or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of such event from actual knowledge or receipt of such notice, the Seller, Servicer Indenture Trustee may conclusively assume that none of such events have occurred and the Indenture Trustee shall not have any obligation or Note Owners owning Notes aggregating not less than 10% duty to determine whether any Event of the Outstanding Amount of the NotesDefault or any other default has occurred; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it not have any liability in connection with malfeasance duty (A) to see to any recording, filing or nonfeasance by the Issuing Entitydepositing of this Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section 6.01. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Loan initially transferred to the Co-Issuers under the Loan Purchase Agreements, (ii) adding any other investment, obligation or security to the Co-Issuers or the Trust Estate or (iii) withdrawing from the Trust Estate any Loans (except as otherwise provided herein or in the Loan Purchase Agreement). (g) The Indenture Trustee shall not have any responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.07 of this Indenture. (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of the Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically 700148678 06142559 set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to 700148678 06142559 believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (b) Except during the occurrence and continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however. However, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. The Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this This clause (c) does not limit the effect of clause (b) of this Section;Section 10.1. (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Trust Officer, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;. (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture;hereunder. (iv) the The Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default any default under any Program Document, unless a Responsible Trust Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trusteedefault. (d) Every provision of this Indenture that in any way relates Notwithstanding anything to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree contrary contained in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Program Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder liability. The Indenture Trustee may refuse to perform any duty or in the exercise of any of its rights right or powers if power unless it shall have reasonable grounds to believe that repayment of such funds or adequate receives indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to itexpense. (he) Every provision of In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture relating to the conduct or affecting the liability of or affording protection to Indenture, the Indenture Trustee shall be subject obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to this perform such obligation, duty or agreement in the manner so required. (f) Subject to Section 10.3, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Program Documents. The Indenture Trustee may allow and credit to the Issuer interest agreed upon in writing by the Issuer and the TIAIndenture Trustee from time to time as may be permitted by law.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, -------- ------- upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. (c) The In case a Pay Out Event has occurred and is continuing and a Trustee Officer shall have actual knowledge or written notice of such Pay Out Event, the Indenture Trustee may not shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause Section (cd) does shall not be construed to limit the effect ----------- of clause Section (ba) of this Section; Section 6.1; ---------- ----------- (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Trustee Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; providedPROVIDED, howeverHOWEVER, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing EntityIssuer, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10[__]% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing EntityIssuer, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Program Documents to which it is a party, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s gross negligence, fraud, bad faith or willful misconduct. (b) Except during the occurrence and continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture or the Program Documents to which it is a party and no others, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, howeverIndenture or the Program Documents. However, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this IndentureIndenture or the applicable Program Document (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this This clause (c) does not limit the effect of clause (b) of this Section;Section 10.1. (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer the Indenture Trustee, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;. (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture;hereunder. (iv) the The Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default any default under any Program Document, unless a Responsible Trust Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trusteedefault. (d) Every provision of this Indenture that in any way relates Notwithstanding anything to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree contrary contained in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Program Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder liability. The Indenture Trustee may refuse to perform any duty or in the exercise of any of its rights right or powers if power unless it shall have reasonable grounds to believe that repayment of such funds or adequate receives indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to itexpense. (he) Every provision of In the event that the Subordinated Note Paying Agent and the Subordinated Note Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Subordinated Note Paying Agent and the Subordinated Note Registrar, as the case may be, under this Indenture relating to the conduct or affecting the liability of or affording protection to Indenture, the Indenture Trustee shall be subject obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to this perform such obligation, duty or agreement in the manner so required. (f) Subject to Section 10.3, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Program Documents. The Indenture Trustee may allow and credit to the Issuer interest agreed upon in writing by the Issuer and the TIAIndenture Trustee from time to time as may be permitted by law.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerOfficer of the Indenture Trustee: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; providedPROVIDED, howeverHOWEVER, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause CLAUSE (cC) does not limit the effect of clause CLAUSE (bB) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Servicer, the Facility Administrator or Note Owners Holders owning Notes aggregating not less than 10% of the Outstanding Amount of the NotesNotes (as used herein "actual knowledge" means the actual fact or state of knowing, without any duty to investigate); and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer with statutory or regulatory requirements related to the ReceivablesCollateral. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Collateral or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeCollateral. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses CLAUSES (aA), (bB), (cC) and (g)F) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money received by it receive except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section Section. (h) The Indenture Trustee shall, upon two Business Days' prior notice to the Indenture Trustee, permit any representative of the Facility Administrator or the Issuer, during the Indenture Trustee's normal business hours, to examine all books of account and official records required to be maintained in accordance with this Indenture by the TIAIndenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. All expenses incurred by the Indenture Trustee in connection with such examination shall be borne by the Issuer.

Duties of the Indenture Trustee. (ai) If an Event of Default has occurred and is continuing, and of which a Trust Officer of the Indenture Trustee has written notice, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and any related document, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (bii) Except during the occurrence and continuance of an Event of Default actually known to of which a Responsible OfficerTrust Officer of the Indenture Trustee has written notice: (i) 1. the Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any related document against the Indenture Trustee; and (ii) 2. in the absence of bad faith on its part, the Indenture Trustee may conclusively relyrely (without independent confirmation, verification, inquiry or investigation of the contents thereof), as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.Indenture and, if applicable, the Transaction Documents to which the Indenture Trustee is a party, provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify or recompute any numeral information provided to it pursuant to the Transaction Documents. 73 4147-9029-0755.4 (ciii) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, misconduct except that: (i) 1. this clause (c) does not limit the effect of clause (b) of this SectionSection 11.1; (ii) 2. the Indenture Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Trust Officer or Trust Officers of the Indenture Trustee, unless it is conclusively determined by the final judgment of a court of competent jurisdiction jurisdiction, no longer subject to appeal or review that the Indenture Trustee was negligent in ascertaining the pertinent facts;; or (iii) 3. the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture;terms of this Indenture or the Transaction Documents. (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notwithstanding anything to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that contrary contained in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Transaction Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if it shall have there is reasonable grounds to believe ground (as determined by the Indenture Trustee in its sole discretion) for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense such risk is not reasonably assured to itit by the security afforded to it by the terms of this Indenture. (hv) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article . (vi) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Servicing Agreement. (vii) Without limiting the generality of this Section 11.1 and subject to the TIAother provisions of this Indenture, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof or to see to the validity, perfection, continuation, or value of any lien or security interest created herein, (ii) to see to the payment or discharge of any tax, assessment or other governmental Lien owing with respect to, assessed or levied against any part of the Issuer, (iii) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to confirm or effect the acquisition or maintenance of any insurance. The Indenture Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Trust Estate. (viii) Subject to Section 11.1(d), in the event that the Paying Agent or the Transfer Agent and Registrar (if other than the Indenture Trustee) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Indenture Trustee shall be obligated as soon as practicable upon written notice to a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. 4147-9029-0755.4 (ix) [Reserved]. (x) Subject to Section 11.4, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by Law or the Transaction Documents. (xi) Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Indenture. (xii) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Trust Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (xiii) [Reserved]. (xiv) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, Oportun and/or a specified percentage of Noteholders or Certificateholders under circumstances in which such direction is required or permitted by the terms of this Indenture or other Transaction Document. (xv) The enumeration of any permissive right or power herein or in any other Transaction Document available to the Indenture Trustee shall not be construed to be the imposition of a duty. (xvi) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may separately agree in writing with the Issuer. (xvii) Every provision of the Indenture or any related document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, and of which a Trust Officer of the Indenture Trustee has written notice, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and any related document, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (b) Except during the occurrence and continuance of an Event of Default actually known to of which a Responsible OfficerTrust Officer of the Indenture Trustee has written notice: (i) the Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any related document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively relyrely (without independent confirmation, verification, inquiry or investigation of the contents thereof), as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture and, if applicable, the Transaction Documents to which the Indenture Trustee is a party, provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify or recompute any numeral information provided to it pursuant to the Transaction Documents. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, misconduct except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 11.1; (ii) the Indenture Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Trust Officer or Trust Officers of the Indenture Trustee, unless it is conclusively determined by the final judgment of a court of competent jurisdiction jurisdiction, no longer subject to appeal or review that the Indenture Trustee was negligent in ascertaining the pertinent facts;; or (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the terms of this Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerTransaction Documents. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee.72 4149-1382-4069 (d) Every provision of this Indenture that in any way relates Notwithstanding anything to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree contrary contained in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Transaction Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if it shall have there is reasonable grounds to believe ground (as determined by the Indenture Trustee in its sole discretion) for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense such risk is not reasonably assured to itit by the security afforded to it by the terms of this Indenture. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article . (f) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Servicing Agreement. (g) Without limiting the generality of this Section 11.1 and subject to the TIAother provisions of this Indenture, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof or to see to the validity, perfection, continuation, or value of any lien or security interest created herein, (ii) to see to the payment or discharge of any tax, assessment or other governmental Lien owing with respect to, assessed or levied against any part of the Issuer, (iii) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to confirm or effect the acquisition or maintenance of any insurance. The Indenture Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Trust Estate. (h) Subject to Section 11.1(d), in the event that the Paying Agent or the Transfer Agent and Registrar (if other than the Indenture Trustee) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Indenture Trustee shall be obligated as soon as practicable upon written notice to a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (i) [Reserved]. (j) Subject to Section 11.4, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by Law or the Transaction Documents. (k) Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Trust Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. 4149-1382-4069 (m) [Reserved]. (n) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, Oportun and/or a specified percentage of Noteholders or Certificateholders under circumstances in which such direction is required or permitted by the terms of this Indenture or other Transaction Document. (o) The enumeration of any permissive right or power herein or in any other Transaction Document available to the Indenture Trustee shall not be construed to be the imposition of a duty. (p) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may separately agree in writing with the Issuer. (q) Every provision of the Indenture or any related document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Responsible Officer shall have actual knowledge or written notice of such Event of Default or Servicer Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Required Noteholders (or the Administrative Agent acting at their direction), exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during With respect to the continuance of an Event of Default actually known to a Responsible Officer: Indenture Trustee at all times: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture Trustee shall notify the Noteholders in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own fraud, bad faith or willful misconduct; provided, except however, that: (i) this clause (c) does shall not be construed to limit the effect of clause clauses (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by shall be proven in a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a this Indenture and/or the direction received by it pursuant of the Administrative Agent or the Required Noteholders as to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or for exercising any trust or power conferred upon the Indenture Trustee under this Indenture; (iv) the Indenture Trustee shall not be charged with deemed to have notice or knowledge of an any Event of Default Default, Early Amortization Event, or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of such event from actual knowledge or receipt of such notice, the SellerIndenture Trustee may conclusively assume that none of such events have occurred and the Indenture Trustee shall not have any obligation or duty to determine whether any Event of Default, Servicer Early Amortization Event or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesany other default has occurred; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it not have any liability in connection with malfeasance duty (A) to see to any recording, filing or nonfeasance by the Issuing Entitydepositing of this Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations re-recording, refiling or warranties redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section 6.01. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Loan initially transferred to the Issuer under the Sale and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or the Trust Estate or (iii) withdrawing from the Trust Estate any Loans (except as otherwise provided in the Loan Purchase Agreement and the Sale and Servicing Agreement). (g) The Indenture Trustee shall not have any responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Xxxxxxxx Xxxxxxxxxxx, (xx) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.07 of this Indenture. (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and the TIASection.

Duties of the Indenture Trustee. (a) 1. If an Amortization Event or Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during 2. The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the continuance Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Indenture or any of the other Transaction Documents, shall examine them to determine whether they substantially conform to the requirements of this Indenture or such other Transaction Document, as the case may be; provided, however, that the Indenture Trustee shall not be responsible for the content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer, the Administrator or the Issuer hereunder. 3. Subject to subsection 10.1(a), no provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own bad faith or wilful misconduct; provided, however, that: a. the Indenture Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts nor shall the Indenture Trustee be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or in accordance with a direction received by it pursuant to Section 9.12; b. the Indenture Trustee shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge thereof or receives written notice thereof; c. the Indenture Trustee shall not be charged with knowledge of any failure by any Person to comply with its obligations under the Transaction Documents unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such failure or receives written notice thereof; d. prior to the occurrence of an Amortization Event or an Event of Default, and after the curing of all such Amortization Events or Events of Default actually known to a Responsible Officer: (i) which may have occurred, the duties and obligations of the Indenture Trustee undertakes shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall be obligated to perform only such duties and only such duties obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; e. anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as f. subject to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements other provisions of this Indenture; provided, however, in Indenture and without limiting the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements generality of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent actionSection 10.01, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty (A) to monitor record, file, or deposit this Indenture, the performance Transaction Documents or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to maintain any such recording or filing or depositing or to rerecord, refile, or redeposit any thereof, (B) to insure the Issuer Assets and (C) to pay or discharge 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 Issuing Entity, Collateral other than from funds available in the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the ReceivablesCollection Account. 4. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers powers, if it shall have there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of any Person under any of the Transaction Documents. (h) Every provision 5. Except for actions expressly authorized by this Indenture, the Indenture Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the Issuer Assets now existing or hereafter created or to impair the value of any of the Issuer Assets now existing or hereafter created. 6. In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture relating to the conduct or affecting the liability of or affording protection to Indenture, the Indenture Trustee shall be subject obligated promptly to this Section and perform such obligation, duty or agreement in the TIAmanner so required.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to a Series of Notes and a Responsible Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from at least 25% of the principal amount of the Outstanding Notes of such Series, exercise the rights and powers vested in it by this Master Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Master Indenture, and no implied covenants or obligations shall be read into this Master Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Master Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Master Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureMaster Indenture or any Indenture Supplement; and the Indenture Trustee shall give prompt written notice to the Noteholders of such Series and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Master Indenture or any Indenture Supplement discovered by the Indenture Trustee which would entitle a majority of the principal amount of the Outstanding Notes of such Series to take any action pursuant to this Master Indenture or any Indenture Supplement. (c) The In case a Pay Out Event has occurred and is continuing with respect to a Series and a Responsible Officer shall have actual knowledge or written notice of such Pay Out Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from a majority of the principal amount of Outstanding Notes of such Series, exercise such of the rights and powers vested in it by this Master Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (d) No provision of this Master Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause Section (cb) does or (d) shall not be construed to limit the effect of clause (b) of this SectionSection 6.01(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer faith, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Master Indenture and/or the direction of a direction received by it pursuant to majority of the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% principal amount of the Outstanding Amount Notes of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance each Series of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) under this Master Indenture; and (g). (e) The the Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entitydirection of the Servicer, the Transferor or the Trust in compliance with the terms of this Master Indenture or any Indenture Supplement. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (ge) No provision of this Master Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than a majority of the Outstanding Amount of the Notes or as otherwise provided herein in the case of certain directions, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee. (c) The In case an Amortization Event has occurred and is continuing and a Trustee Officer shall have actual knowledge or written notice of such Amortization Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from a majority of the Outstanding Amount of the Notes, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does subsection shall not be construed to limit the effect of clause subsection (ba) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Trustee Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge and/or the direction of an Event the Holders of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% majority of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance Notes of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance each Outstanding Series of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) and (g). (e) under this Indenture. The Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entity. (f) Money held in trust by direction of the Indenture Trustee need not be segregated from other funds except to Servicer, the extent required by law, this Indenture Transferor or the Sale and Servicing Trust in compliance with the terms of this Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section. (g) Except as expressly provided in this Indenture and the Transfer and Servicing Agreement, the Indenture Trustee shall have no power to vary the Collateral, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Trust under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Trust or (iii) withdrawing from the Trust any Receivable. (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments. (i) The Indenture Trustee shall notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Trust Officer of the Indenture Trustee has actual knowledge, (ii) immediately of the occurrence of any actual or potential Event of Default or Amortization Event of which a Trust Officer of the Indenture Trustee has actual knowledge or has actual notice from the Servicer and (iii) monthly that no Event of Default has occurred and are continuing. (j) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Amortization Event or Servicer Default unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Amortization Event or Servicer Default shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Event For the avoidance of Default has occurred and is continuingdoubt, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, any Series Supplement and this Indenture Agreement and as such shall have no implied covenants obligation or obligations responsibility to monitor or enforce compliance with Regulation RR, nor shall be read into liable to any Person for any violation of Regulation RR; provided that nothing in this Indenture against Section 2.14 shall alter the Indenture Trustee; and (ii) ’s duties, obligations or standard of care as set forth in the absence of bad faith on its part, Indenture or any Indenture Supplement. It is understood and acknowledged that the Indenture Trustee may conclusively rely, as has not provided any advice with respect to the truth acquisition of the statements Class C(2017-2) Notes, and has no financial interest in the correctness acquisition of such Class C(2017-2) Notes. Exhibit A Form of Class C Note DISCOVERSERIES CLASS C(2017-2) NOTE THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX’X XXX, XXX XXXXXX, XXXXXXXX 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS C NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES AND THE CLASS B NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $[●]* No. [●] DISCOVER CARD EXECUTION NOTE TRUST DISCOVERSERIES CLASS C(2017-2) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the opinions expressed thereinState of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), upon certificates for value received, hereby promises to pay to [●], or opinions furnished registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the December 2020 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture Trustee and conforming to or the requirements of this IndentureIndenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the June 2023 Payment Date (the “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + 0.78% per annum, as more specifically set forth in the Class C(2017-2) Terms Document dated as of December 7, 2017 (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of any the first Interest Payment Date for the Class C(2017-2) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such certificates Interest Payment Date) ); provided, that if the sum of LIBOR +0.78 is less than 0.00%, then interest on this Note will be deemed to accrue at a rate of 0.00%. Interest will be computed on the basis of the actual number of days elapsed and a 360- day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or opinions that by any provision hereof are specifically required to be furnished to later than the Indenture TrusteeExpected Maturity Date, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of following an Event of Default or Servicer Default while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class C(2017-2) Notes will be applied first to pay shortfalls in interest on Class A Notes and Class B Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes and Class B Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class C(2017-2) Notes. Principal will not be paid on the Class C(2017-2) Notes prior to their Legal Maturity Date unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% each of the Outstanding Class A Usage of Class C Notes and the Class B Usage of Class C Notes is zero for each Tranche of Class A Notes and Class B Notes of the DiscoverSeries and the required level of subordination for the Class A Notes and Class B Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $322,465,770. The Stated Principal Amount of this Note is $330,000,000. Reference is made to the Notes; and (v) further provisions of this Note set forth on the Indenture Trustee reverse hereof, which shall have no duty to monitor the performance of same effect as though fully set forth on the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision face of this Indenture that in any way relates to Note. Unless the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust certificate of authentication hereon has been executed by the Indenture Trustee need whose name appears below by manual signature, this Note shall not be segregated from other funds except entitled to any benefit under the extent required by lawIndenture, this Indenture Supplement or the Sale Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. * Denominations of $100,000 and Servicing Agreementin integral multiples of $1,000 in excess thereof. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event For the avoidance of Default has occurred and is continuingdoubt, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, any Series Supplement and this Indenture Agreement and as such shall have no implied covenants obligation or obligations responsibility to monitor or enforce compliance with Regulation RR, nor shall be read into liable to any Person for any violation of Regulation RR; provided that nothing in this Indenture against Section 2.13 shall alter the Indenture Trustee; and ’s duties, obligations or standard of care as set forth in the Indenture or any Indenture Supplement. It is understood and acknowledged that the Indenture Trustee has not provided any advice with respect to the acquisition of the Class A(2018-2) Notes, and has no financial interest in the acquisition of such Class A(2018-2) Notes. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF A BENEFIT PLAN INVESTOR (AS DEFINED BELOW) OR PLAN SUBJECT TO SIMILAR LAW (AS DEFINED BELOW) OR (ii) (A) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A VIOLATION OF SIMILAR LAW AND (B) IF IT IS A BENEFIT PLAN INVESTOR, THE DECISION TO ACQUIRE THIS NOTE WAS MADE BY AN AUTHORIZED FIDUCIARY THAT IS AN “INDEPENDENT FIDUCIARY WITH FINANCIAL EXPERTISE,” AS DESCRIBED IN 29 C.F.R. SECTION 2510.3-21(c)(1). FOR THESE PURPOSES, A “BENEFIT PLAN INVESTOR” INCLUDES AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF THE FOREGOING. ”SIMILAR LAW” MEANS ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA OR SECTION 4975 OF THE CODE. REGISTERED No. [●] CUSIP NO. 254683 CE3 DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the February 2023 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the absence of bad faith on its part, Indenture or the Indenture Trustee may conclusively rely, Supplement (as to defined on the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenturereverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the August 2025 Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of one- month LIBOR + 0.33% per annum; provided, that if the sum of LIBOR + 0.33% is less than 0.00%, then interest on this Note will be deemed to accrue at a rate of 0.00%, as more specifically set forth in the Class A(2018-2) Terms Document dated as of March 14, 2018 (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable first Interest Payment Date for any error Class A(2018-2) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the actual number of judgment made days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining manner specified on the pertinent facts; (iii) reverse hereof. The principal and interest may be payable monthly, and may be payable earlier or later than the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of Expected Maturity Date, following an Event of Default or Servicer Default unless while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Responsible Officer obtains actual knowledge Receivables Sale. The principal of and interest on this Note are payable in such event coin or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% currency of the Outstanding United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of the Notes; and (vClass A(2018-2) Notes is $550,000,000. Reference is made to the Indenture Trustee further provisions of this Note set forth on the reverse hereof, which shall have no duty to monitor the performance of same effect as though fully set forth on the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision face of this Indenture that Note. * Denominations of $5,000 and in any way relates to integral multiples of $1,000 in excess thereof. Unless the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust certificate of authentication hereon has been executed by the Indenture Trustee need whose name appears below by manual signature, this Note shall not be segregated from other funds except entitled to any benefit under the extent required by lawIndenture, this Indenture Supplement or the Sale and Servicing AgreementTerms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02 or a Responsible Officer shall otherwise have actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall shall, at the direction of the Note Insurer, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the occurrence and continuance of such an Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture against the Indenture Trustee; andIndenture. (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided. The Indenture Trustee shall, however, in the case of any examine such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this IndentureIndenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) This paragraph does not limit the effect of clause subsection (b) of this Section;Section 7.01. (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;. (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant from the Note Insurer or the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;. (iv) Except in connection with the Indenture Trustee shall not be charged with knowledge performance of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Sellerits obligations under Section 3.05(b) hereof, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty responsibility for filing any financing or continuation statement in any public office at any time or otherwise to monitor perfect or to maintain the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency perfection of any assignment of the Receivables to the Trust Estate or the Indenture Trusteesecurity interest in any Receivable. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder (including those duties set forth in this Section 7.01), or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it; provided, however, that nothing in this Section 7.01(d) shall be construed to limit the exercise by the Indenture Trustee, at the Indenture Trustee's sole discretion, of any right or remedy permitted under this Indenture or otherwise in the event of the Owner Trustee's failure to pay the Indenture Trustee's fees and expenses pursuant to Section 7.07. In having reasonable grounds for believing that such repayment or indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it, the Indenture Trustee may consider not only the likelihood of repayment or indemnity by or on behalf of the Owner Trustee but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Property pursuant to Sections 7.07 and 5.05(c) hereof. (e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Section 7.01. (f) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co-trustee or separate trustee appointed by the Owner Trustee and the Indenture Trustee pursuant to Section 7.13 hereof. (g) Money held in trust by the Indenture Trustee need not be segregated from other trust funds held by the Indenture Trustee except to the extent required by law. (h) The permissive right of the Indenture Trustee to take actions enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful misconduct. (i) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any account held by the Indenture Trustee resulting from any loss experienced on any Receivables. (j) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or with the Indenture Trustee's fiduciary duties or that adversely affect its rights and immunities hereunder. (k) Within 5 Business Days of discovery by the Indenture Trustee of the occurrence of an Event of Servicing Default, Event of Insolvency or Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Note Insurer, the Noteholders, the Rating Agencies and the Owner Trustee. In the event the Servicer does not provide to the Note Insurer and the Rating Agencies all reports of the Servicer and all reports to the Noteholders, upon request of any of the Note Insurer or one of the Rating Agencies, the Indenture Trustee shall deliver promptly after such request, copies of such Servicer reports as are in the Indenture Trustee's possession to the Note Insurer, the Rating Agencies and the Noteholders. (l) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under the Employee Retirement Income Security Act of 1974, as amended. (m) With respect to all Receivables released from the Lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Owner Trustee all the Indenture Trustee's right, title and interest in and to such Receivable and rights appurtenant thereto, such assignment being in the form as prepared by the Servicer and acceptable to the Indenture Trustee. Such Person will thereupon own such Receivable and related rights appurtenant thereto free of any further obligation to the Indenture Trustee, the Note Insurer or the Noteholders with respect thereto. The Indenture Trustee shall also execute and deliver all such other instruments or documents as shall be reasonably requested by any such Person to be required or appropriate to effect a valid transfer of title to a Receivable and the rights appurtenant thereto. (n) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.01 and the provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to a Series of Notes and a Responsible Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from at least 25% of the Outstanding Amount of the Notes of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement; and the Indenture Trustee shall give prompt written notice to the Noteholders of such Series and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee which would entitle a majority of the Outstanding Amount of the Notes of such Series to take any action pursuant to this Indenture or any Indenture Supplement. (c) The In case a Pay Out Event has occurred and is continuing with respect to a Series and a Responsible Officer shall have actual knowledge or written notice of such Pay Out Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from a majority of the Outstanding Amount of the Notes of such Series, exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause subsection (cd) does shall not be construed to limit the effect of clause subsection (ba) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer faith, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% majority of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance Notes of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance each outstanding Series of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) under this Indenture; and (g). (e) The the Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entitydirection of the Servicer, the Transferor or the Trust in compliance with the terms of this Indenture or any Indenture Supplement. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default with respect to a Series of Notes has occurred (which has not been cured or waived) and is continuinga Responsible Officer of the Indenture Trustee shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the Outstanding principal amount of the Notes Outstanding of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, part the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Servicer, the Issuer and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture discovered by the Indenture Trustee which would entitle some or all of the Holders of the Notes of a Series or Class to take any action pursuant to this Indenture or any Indenture Supplement. (c) The In case an Early Redemption Event or Reinvestment Event with respect to a Series of Notes has occurred and is continuing and a Responsible Officer shall have actual knowledge or written notice of such Early Redemption Event or Reinvestment Event, the Indenture Trustee may shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the Outstanding principal amount of the Notes Outstanding of such Series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided, except however, that: (i) this clause paragraph (cd) does shall not be construed to limit the effect of clause paragraphs (a) or (b) or (c) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of the Holders of a direction received by it pursuant majority of the Outstanding principal amount of all Series of Notes Outstanding (or, with respect to any such action that does not relate to all Series, the Holders of a majority of the aggregate Outstanding principal amount of all Series of Notes Outstanding to which such action relates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) subject to the provisions of the TIA and paragraphs (a) and (b) and (c) of this Section 6.01, the Indenture Trustee shall not be charged with required to take notice of or be deemed to have notice or knowledge of an any Event of Default Default, Early Redemption Event, Reinvestment Event or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of receipt of such event from notice, the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% Indenture Trustee may conclusively assume that none of the Outstanding Amount of the Notessuch events have occurred; and (v) subject to the provisions of the TIA and paragraphs (a) and (b) and (c) of this Section 6.01, the Indenture Trustee shall have no duty (A) to monitor the performance see any recording, filing or depositing of the Issuing Entitythis Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)Collection Account. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under the Transfer and Servicing Agreement except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of Article VIII of the Transfer and Servicing Agreement. (f) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c), (d) and (e) of this Section 6.01. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or (iii) withdrawing from the Issuer any Receivables (except as otherwise provided in the Receivables Purchase Agreements and the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). (i) The Indenture Trustee shall notify each Rating Agency promptly (but in no event later than one (1) Business Day following the occurrence) of any Default, Event of Default, Reinvestment Event, Early Redemption Event or potential Reinvestment Event or Early Redemption Event of which a Responsible Officer of the Indenture Trustee has written notice or actual knowledge. (j) In the event that the Paying Agent or the Note Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Note Registrar, as the case may be, under this Indenture, the Indenture Trustee shall be obligated promptly upon actual knowledge of a Responsible Officer thereof to perform such obligation, duty or agreement in the manner so required. (k) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the applicable provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Responsible Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from more than 50% of the Outstanding Amount of the Notes or as otherwise provided herein in the case of certain directions, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any such instrument that does not substantially conform to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee. (c) The In case an Amortization Event has occurred and is continuing and a Responsible Officer shall have actual knowledge or written notice of such Amortization Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from more than 50% of the Outstanding Amount of the Notes, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does subsection shall not be construed to limit the effect of clause subsection (ba) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge and/or the direction of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less more than 1050% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance Notes of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance each outstanding Series of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) and (g). (e) under this Indenture. The Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entity. (f) Money held in trust by direction of the Indenture Trustee need not be segregated from other funds except to Servicer, the extent required by law, this Indenture Transferor or the Sale and Servicing Trust in compliance with the terms of this Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this Section. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Collateral, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Trust under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Trust or (iii) withdrawing from the Trust any Receivable (except as otherwise provided in the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments. (i) The Indenture Trustee shall notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Trust Officer of the Indenture Trustee has actual knowledge, and (ii) immediately of the occurrence of any actual or potential Event of Default or Amortization Event of which a Trust Officer of the Indenture Trustee has actual knowledge or has actual notice from the Servicer. (j) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Amortization Event or Servicer Default unless a Responsible Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Amortization Event or Servicer Default shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerOfficer of the Indenture Trustee: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Servicer, the Facility Administrator or Note Owners Holders owning Notes aggregating not less than 10% of the Outstanding Amount of the NotesNotes (as used herein "actual knowledge" means the actual fact or state of knowing, without any duty to investigate); and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer with statutory or regulatory requirements related to the ReceivablesCollateral. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Collateral or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeCollateral. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)f) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section Section. (h) The Indenture Trustee shall, upon two Business Days' prior notice to the Indenture Trustee, permit any representative of the Facility Administrator or the Issuer, during the Indenture Trustee's normal business hours, to examine all books of account and official records required to be maintained in accordance with this Indenture by the TIAIndenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. All expenses incurred by the Indenture Trustee in connection with such examination shall be borne by the Issuer.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Indenture Notes aggregating not less than 10% of the Outstanding Amount of the Indenture Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing EntityIssuer, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, and of which a Trust Officer of the Indenture Trustee has written notice, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and any related document, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (b) Except during the occurrence and continuance of an Event of Default actually known to of which a Responsible Officer:Trust Officer of the Indenture Trustee has written notice: 4156-1338-2734 (i) the Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any related document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively relyrely (without independent confirmation, verification, inquiry or investigation of the contents thereof), as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture and, if applicable, the Transaction Documents to which the Indenture Trustee is a party, provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify or recompute any numeral information provided to it pursuant to the Transaction Documents. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, misconduct except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 11.1; (ii) the Indenture Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Trust Officer or Trust Officers of the Indenture Trustee, unless it is conclusively determined by the final judgment of a court of competent jurisdiction jurisdiction, no longer subject to appeal or review that the Indenture Trustee was negligent in ascertaining the pertinent facts;; or (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the terms of this Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeTransaction Documents. (d) Every provision of this Indenture that in any way relates Notwithstanding anything to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree contrary contained in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Transaction Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if it shall have there is reasonable grounds to believe ground (as determined by the Indenture Trustee in its sole discretion) for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense such risk is not reasonably assured to itit by the security afforded to it by the terms of this Indenture. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article . (f) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Servicing Agreement. (g) Without limiting the generality of this Section 11.1 and subject to the TIA.other provisions of this Indenture, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof or to see to the validity, perfection, continuation, or value of any lien or security interest created herein, (ii) to see to the payment or discharge of any tax, assessment or other governmental Lien owing with respect to, assessed or levied against any part of the Issuer,

Duties of the Indenture Trustee. (a) If an Event of Default with respect to a Series of Notes has occurred (which has not been cured or waived) and is continuinga Responsible Officer of the Indenture Trustee shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the Outstanding principal amount of the Notes Outstanding of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, part the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Servicer, the Issuer and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture discovered by the Indenture Trustee which would entitle the Holders of a specified percentage of the Outstanding principal amount of the Notes of a Series or Class to take any action pursuant to this Indenture or any Indenture Supplement. (c) The In case an Early Redemption Event or Reinvestment Event with respect to a Series of Notes has occurred and is continuing and a Responsible Officer shall have actual knowledge or written notice of such Early Redemption Event or Reinvestment Event, the Indenture Trustee may shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the outstanding principal amount of the Notes Outstanding of such Series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided, except however, that: (i) this clause paragraph (cd) does shall not be construed to limit the effect of clause paragraphs (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of the Holders of a direction received by it pursuant majority of the outstanding principal amount of all Series of Notes Outstanding (or, with respect to any such action that does not relate to all Series, the Holders of a majority of the aggregate outstanding principal amount of all Series of Notes Outstanding to which such action relates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) subject to the provisions of paragraphs (a) and (b) of this Section 6.01, the Indenture Trustee shall not be charged with required to take notice of or be deemed to have notice or knowledge of an any Event of Default Default, Early Redemption Event, Reinvestment Event or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of receipt of such event from notice, the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% Indenture Trustee may conclusively assume that none of the Outstanding Amount of the Notessuch events have occurred; and (v) subject to the provisions paragraphs (a) and (b) of this Section 6.01, the Indenture Trustee shall have no duty (A) to monitor the performance see any recording, filing or depositing of the Issuing Entitythis Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)Collection Account. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under the Transfer and Servicing Agreement except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of Article VIII of the Transfer and Servicing Agreement. (f) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c), (d) and (e) of this Section 6.01. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or the Trust Estate or (iii) withdrawing from the Trust Estate any Receivables (except as otherwise provided in the Receivables Purchase Agreements and the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). (i) The Indenture Trustee shall notify each Rating Agency promptly (but in no event later than two (2) Business Days) following the occurrence of any Default, Event of Default, Reinvestment Event, Early Redemption Event or potential Reinvestment Event of which a Responsible Officer of the Indenture Trustee has written notice or actual knowledge. (j) In the event that the Paying Agent or the Note Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Note Registrar, as the case may be, under this Indenture, the Indenture Trustee shall be obligated promptly upon actual knowledge of a Responsible Officer thereof to perform such obligation, duty or agreement in the manner so required. (k) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and the TIASection.

Duties of the Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02 or a Responsible Officer shall otherwise have actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall shall, at the direction of the Note Insurer, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the occurrence and continuance of such an Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture against the Indenture Trustee; andIndenture. (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided. The Indenture Trustee shall, however, in the case of any examine such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this IndentureIndenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) This paragraph does not limit the effect of clause subsection (b) of this Section;Section 7.01. (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;. (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant from the Note Insurer or the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;. (iv) Except in connection with the Indenture Trustee shall not be charged with knowledge performance of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Sellerits obligations under Section 3.05(b) hereof, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty responsibility for filing any financing or continuation statement in any public office at any time or otherwise to monitor perfect or to maintain the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency perfection of any assignment of the Receivables to the Trust Estate or the Indenture Trusteesecurity interest in any Receivable. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder (including those duties set forth in this Section 7.01), or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it; provided, however, that nothing in this Section 7.01(d) shall be construed to limit the exercise by the Indenture Trustee, at the Indenture Trustee's sole discretion, of any right or remedy permitted under this Indenture or otherwise in the event of the Owner Trustee's failure to pay the Indenture Trustee's fees and expenses pursuant to Section 7.07. In having reasonable grounds for believing that such repayment or indemnity is not assured to it, the Indenture Trustee may consider not only the likelihood of repayment or indemnity by or on behalf of the Owner Trustee but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Property pursuant to Sections 7.07 and 5.05(c) hereof. (e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Section 7.01. (f) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co-trustee or separate trustee appointed by the Owner Trustee and the Indenture Trustee pursuant to Section 7.13 hereof. (g) Money held in trust by the Indenture Trustee need not be segregated from other trust funds held by the Indenture Trustee except to the extent required by law. (h) The permissive right of the Indenture Trustee to take actions enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful misconduct. (i) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any account held by the Indenture Trustee resulting from any loss experienced on any Receivables. (j) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or with the Indenture Trustee's fiduciary duties or that adversely affect its rights and immunities hereunder. (k) Within 5 Business Days of discovery by the Indenture Trustee of the occurrence of an Event of Servicing Default, Event of Insolvency or Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Note Insurer, the Noteholders, the Rating Agencies and the Owner Trustee. In the event the Servicer does not provide to the Note Insurer and the Rating Agencies all reports of the Servicer and all reports to the Noteholders, upon request of any of the Note Insurer or one of the Rating Agencies, the Indenture Trustee shall deliver promptly after such request, copies of such Servicer reports as are in the Indenture Trustee's possession to the Note Insurer, the Rating Agencies and the Noteholders. (l) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under the Employee Retirement Income Security Act of 1974, as amended. (m) With respect to all Receivables released from the Lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Owner Trustee all the Indenture Trustee's right, title and interest in and to such Receivable and rights appurtenant thereto, such assignment being in the form as prepared by the Servicer and acceptable to the Indenture Trustee. Such Person will thereupon own such Receivable and related rights appurtenant thereto free of any further obligation to the Indenture Trustee, the Note Insurer or the Noteholders with respect thereto. The Indenture Trustee shall also execute and deliver all such other instruments or documents as shall be reasonably requested by any such Person to be required or appropriate to effect a valid transfer of title to a Receivable and the rights appurtenant thereto. (n) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.01 and the provisions of the TIA.

Duties of the Indenture Trustee. (a1) If an Event of Default has occurred and is continuing, and of which a Trust Officer of the Indenture Trustee has written notice, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and any related document, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (b2) Except during the occurrence and continuance of an Event of Default actually known to of which a Responsible OfficerTrust Officer of the Indenture Trustee has written notice: (ia) the Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any related document against the Indenture Trustee; and (iib) in the absence of bad faith on its part, the Indenture Trustee may conclusively relyrely (without independent confirmation, verification, inquiry or investigation of the contents thereof), as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture and, if applicable, the Transaction Documents to which the Indenture Trustee is a party, provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify or recompute any numeral information provided to it pursuant to the Transaction Documents. (c3) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, misconduct except that: (ia) this clause (c) does not limit the effect of clause (b) of this Section;Section 11.1; 4131-7662-3437 (iib) the Indenture Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Trust Officer or Trust Officers of the Indenture Trustee, unless it is conclusively determined by the final judgment of a court of competent jurisdiction jurisdiction, no longer subject to appeal or review that the Indenture Trustee was negligent in ascertaining the pertinent facts;; or (iiic) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge terms of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing AgreementTransaction Documents. (g4) No Notwithstanding anything to the contrary contained in this Indenture or any of the Transaction Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if it shall have there is reasonable grounds to believe ground (as determined by the Indenture Trustee in its sole discretion) for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense such risk is not reasonably assured to itit by the security afforded to it by the terms of this Indenture. (h5) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article . (6) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Servicing Agreement. (7) Without limiting the generality of this Section 11.1 and subject to the TIA.other provisions of this Indenture, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof or to see to the validity, perfection, continuation, or value of any lien or security interest created herein, (ii) to see to the payment or discharge of any tax, assessment or other governmental Lien owing with respect to, assessed or levied against any part of the Issuer,

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this Indenture, as to form. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (cSection 6.1(c) does shall not be construed to limit the effect of clause (b) of this SectionSection 6.1(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Trustee Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or and/or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% direction of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Noteholders or the Servicer, nor shall it have for exercising any liability in connection with malfeasance trust or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or power conferred upon the Indenture Trustee. (d) Every provision of , under and in accordance with this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) Indenture. The Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entitydirection of the Servicer, the Sellers, any Noteholder, Required Noteholders or the Issuer in compliance with the terms of this Indenture. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (gd) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any liability, financial liability or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee shall be is subject to this Section 6.1. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Collateral, including by (i) accepting any substitute payment obligation for Contract Payments initially transferred to the Issuer under the Sale and Servicing Agreement, (ii) adding any other investment, obligation or security to the TIAIssuer or (iii) withdrawing from the Issuer any Contract Payments (except as otherwise provided in the Sale and Servicing Agreement). (g) The Indenture Trustee shall have no responsibility or liability for investment losses on Permitted Investments (other than Permitted Investments on which the institution acting as Indenture Trustee is an obligor). The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Issuer. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer to provide timely written investment direction. (h) The Indenture Trustee shall notify each Managing Agent promptly of the occurrence of any Event of Default of which a Trustee Officer of the Indenture Trustee has actual knowledge of or has actual notice from the Servicer of potential Events of Default. (i) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee’s responsibility and liability hereunder, any reference to an Event of Default shall be construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section 6.1(i).

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to a Series of Notes and a Responsible Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from at least 25% of the Outstanding Amount of the Notes of such Series, exercise the rights and powers vested in it by this Master Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Master Indenture, and no implied covenants or obligations shall be read into this Master Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Master Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Master Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureMaster Indenture or any Indenture Supplement; and the Indenture Trustee shall give prompt written notice to the Noteholders of such Series and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Master Indenture or any Indenture Supplement discovered by the Indenture Trustee which would entitle a majority of the Outstanding Amount of the Notes of such Series to take any action pursuant to this Master Indenture or any Indenture Supplement. (c) The In case a Pay Out Event has occurred and is continuing with respect to a Series and a Responsible Officer shall have actual knowledge or written notice of such Pay Out Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from a majority of the Outstanding Amount of the Notes of such Series, exercise such of the rights and powers vested in it by this Master Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Master Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause Section (cb) does or (d) shall not be construed to limit the effect of clause (b) of this SectionSection 601(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer faith, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Master Indenture and/or the direction of a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% majority of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance Notes of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance each outstanding Series of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) under this Master Indenture; and (g). (e) The the Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entitydirection of the Servicer, the Transferor or the Trust in compliance with the terms of this Master Indenture or any Indenture Supplement. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (ge) No provision of this Master Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) The Indenture Trustee, both prior to and after the occurrence of an Event of Default, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement. If an Event of Default known to the Indenture Trustee has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Sale and Servicing Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. The Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture or the Sale and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this Indenture or the Sale and Servicing Agreement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Servicer to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement. (b) Except during No provision of this Indenture shall be construed to relieve the continuance of an Event of Default actually known Indenture Trustee from liability for its own negligent action, its own negligent failure to a Responsible Officeract, or its own bad faith or wilful malfeasance; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement, and no implied covenants or obligations shall be read into this Indenture or the Sale and Servicing Agreement against the Indenture Trustee; and (ii) , and in the absence of bad faith on its partpart or manifest error, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this IndentureIndenture or the Sale and Servicing Agreement; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section;and (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeSection 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions and calculations expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, howeverHOWEVER, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee that by any provision hereof are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform substantially conform, without verification of the accuracy of any computations therein, to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee that would entitle the Majority Investors to take any action pursuant to this Indenture or any Indenture Supplement if such lack of conformity cannot be cured. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (cSection 6.01(c) does shall not be construed to limit the effect of clause (b) of this SectionSection 6.01(a); (ii) permissive rights of the Indenture Trustee shall not be construed as duties; (iii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iiiiv) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a the Indenture and at the direction received by it pursuant of the Majority Investors relating to the Indenture; (iv) time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesunder this Indenture; and (v) no provision of this Indenture or of any Transaction Document shall require the Indenture Trustee shall have no duty to monitor be responsible for the performance acts or omissions of the Issuing Entity, the Trustee, the Seller Servicer or the Servicer, nor shall to act as Successor Servicer until such time as it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the is required to act as Successor Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trusteeunder this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (he) Every Each provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to Sections 6.01(a) and (b). (f) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments, except to the extent that the institution acting as Indenture Trustee is an obligor on such Eligible Investment. (g) The Indenture Trustee shall notify each Rating Agency of any change in any rating of the Notes of any other Rating Agency of which the Indenture Trustee has received written notice pursuant to any of the Transaction Documents. (h) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Servicer Default or Amortization Event unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Servicer Default or Amortization Event shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIA6.01(h).

Duties of the Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02 or a Responsible Officer shall otherwise have actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall shall, at the direction of the Note Insurer, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the occurrence and continuance of such an Event of Default actually known to a Responsible OfficerDefault: (i) the The Indenture Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture against the Indenture Trustee; andIndenture. (ii) in In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided. The Indenture Trustee shall, however, in the case of any examine such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this IndentureIndenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) This paragraph does not limit the effect of clause subsection (b) of this Section;Section 7.01. (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;. (iii) the The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant from the Note Insurer or the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;. (iv) Except in connection with the Indenture Trustee shall not be charged with knowledge performance of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Sellerits obligations under Section 3.05(b) hereof, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty responsibility for filing any financing or continuation statement in any public office at any time or otherwise to monitor perfect or to maintain the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency perfection of any assignment of the Receivables to the Trust Estate or the Indenture Trusteesecurity interest in any Receivable. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder (including those duties set forth in this Section 7.01), or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it; provided, however, that nothing in this Section 7.01(d) shall be construed to limit the exercise by the Indenture Trustee, at the Indenture Trustee's sole discretion, of any right or remedy permitted under this Indenture or otherwise in the event of the Issuer's failure to pay the Indenture Trustee's fees and expenses pursuant to Section 7.07. In having reasonable grounds for believing that such repayment or indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it, the Indenture Trustee may consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Property pursuant to Sections 7.07 and 5.05(c) hereof. (e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Section 7.01. (f) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co-trustee or separate trustee appointed by the Issuer and the Indenture Trustee pursuant to Section 7.13 hereof. (g) The permissive right of the Indenture Trustee to take actions enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful misconduct. 87 2003-A Indenture (h) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any account held by the Indenture Trustee resulting from any loss experienced on any Receivables. (i) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or with the Indenture Trustee's fiduciary duties or that adversely affect its rights and immunities hereunder. (j) Within 5 Business Days of discovery by the Indenture Trustee of the occurrence of an Event of Servicing Default or Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Noteholders, the Rating Agencies and the Issuer. In the event the Servicer does not provide to the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Rating Agencies all reports of the Servicer and all reports to the Noteholders, upon request of any of the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) or one of the Rating Agencies, the Indenture Trustee shall deliver promptly after such request, copies of such Servicer reports as are in the Indenture Trustee's possession to the Note Insurer, the Rating Agencies, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Noteholders. (k) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under the Employee Retirement Income Security Act of 1974, as amended. (l) With respect to all Receivables released from the lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Issuer all the Indenture Trustee's right, title and interest in and to such Receivable and rights appurtenant thereto, such assignment being in the form as prepared by the Servicer and acceptable to the Indenture Trustee. Such Person will thereupon own such Receivable and related rights appurtenant thereto free of any further obligation to the Indenture Trustee, the Note Insurer, the Swap Counterparty or the Noteholders with respect thereto. The Indenture Trustee shall also execute and deliver all such other instruments or documents as shall be reasonably requested by any such Person to be required or appropriate to effect a valid transfer of title to a Receivable and the rights appurtenant thereto. (m) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.01 and the provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, and of which a Trust Officer of the Indenture Trustee has written notice, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and any related document, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (b) Except during the occurrence and continuance of an Event of Default actually known to of which a Responsible Officer:Trust Officer of the Indenture Trustee has written notice: 4126-5192-3506.10 (i) the Indenture Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any related document against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively relyrely (without independent confirmation, verification, inquiry or investigation of the contents thereof), as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture and, if applicable, the Transaction Documents to which the Indenture Trustee is a party, provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Indenture Trustee shall have no obligation to verify or recompute any numeral information provided to it pursuant to the Transaction Documents. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, misconduct except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 11.1; (ii) the Indenture Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Trust Officer or Trust Officers of the Indenture Trustee, unless it is conclusively determined by the final judgment of a court of competent jurisdiction jurisdiction, no longer subject to appeal or review that the Indenture Trustee was negligent in ascertaining the pertinent facts;; or (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the terms of this Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeTransaction Documents. (d) Every provision of this Indenture that in any way relates Notwithstanding anything to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree contrary contained in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Transaction Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if it shall have there is reasonable grounds to believe ground (as determined by the Indenture Trustee in its sole discretion) for believing that the repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense such risk is not reasonably assured to itit by the security afforded to it by the terms of this Indenture. (he) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article . (f) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Servicing Agreement. (g) Without limiting the generality of this Section 11.1 and subject to the TIAother provisions of this Indenture, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or 72 4126-5192-3506.10 redepositing of any thereof or to see to the validity, perfection, continuation, or value of any lien or security interest created herein, (ii) to see to the payment or discharge of any tax, assessment or other governmental Lien owing with respect to, assessed or levied against any part of the Issuer, (iii) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to confirm or effect the acquisition or maintenance of any insurance. The Indenture Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Trust Estate. (h) Subject to Section 11.1(d), in the event that the Paying Agent or the Transfer Agent and Registrar (if other than the Indenture Trustee) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Indenture Trustee shall be obligated as soon as practicable upon written notice to a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (i) [Reserved]. (j) Subject to Section 11.4, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by Law or the Transaction Documents. (k) Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Indenture. (l) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Trust Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no Default or Event of Default. (m) [Reserved]. (n) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, Oportun and/or a specified percentage of Noteholders or Certificateholders under circumstances in which such direction is required or permitted by the terms of this Indenture or other Transaction Document. (o) The enumeration of any permissive right or power herein or in any other Transaction Document available to the Indenture Trustee shall not be construed to be the imposition of a duty. 4126-5192-3506.10 (p) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may separately agree in writing with the Issuer. (q) Every provision of the Indenture or any related document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Article.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions and calculations expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of o this Indenture; provided, however, in that the case -------- ------- Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee that by any provision hereof are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform substantially conform, without verification of the accuracy of any computations therein, to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee in the event that the Indenture Trustee, after so requesting, does not receive a satisfactory corrected instrument. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (cSection 6.01(c) does shall not be construed to limit --------------- the effect of clause Section 6.01(a); --------------- (bii) permissive rights of this Sectionthe Indenture Trustee shall not be construed as duties; (iiiii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iiiiv) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a this Indenture, any Indenture Supplement or at the direction received by it pursuant of the Majority Investors relating to the Indenture; (iv) time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee shall not be charged with knowledge of an Event of Default under this Indenture or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the any Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the NotesSupplement; and (v) no provision of this Indenture or of any Transaction Document shall require the Indenture Trustee shall have no duty to monitor be responsible for the performance acts or omissions of the Issuing Entity, the Trustee, the Seller Servicer or the Servicer, nor shall to act as Successor Servicer until such time as it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the is required to act as Successor Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trusteeunder this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (he) Every Each provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to Sections 6.01(a) and (b). ---------------- --- (f) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments, except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor, in accordance with the terms of such Eligible Investments. (g) The Indenture Trustee shall notify each Rating Agency of any change in any rating of the Notes of any other Rating Agency of which the Indenture Trustee has received written notice pursuant to any of the Transaction Documents. (h) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Servicer Default or Amortization Event unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Servicer Default, Unmatured Amortization Event or Amortization Event shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section ------- 6.01(h). ------- (i) The Indenture Trustee shall not have any duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, the Issuer other than from funds available in the Collection Account or Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Issuer delivered to the Indenture Trustee pursuant to this Section Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the TIAproper party or parties.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise of such rights and powers as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerOfficer of the Indenture Trustee: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture TrusteeTrustee pursuant to any provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture or the applicable Indenture Supplement. (c) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee shall have actual knowledge of such Event of Default, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in the exercise of such rights and powers, as a prudent person would exercise or use under the circumstances in the conduct of such Person's own affairs. (d) The Indenture Trustee may not shall notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Responsible Officer has actual knowledge, and (ii) promptly after the occurrence thereof, of any Event of Default or Early Amortization Event of which a Responsible Officer of the Indenture Trustee has actual knowledge. (e) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (ce) does not limit the effect of clause clauses (b), (c) or (d) of this Section;; 57 (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default Default, Early Amortization Event or Servicer Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners beneficially owning Notes of the affected Series or all Series, as applicable, aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the NotesNotes of the affected Series or all Series, as applicable; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the Transferred Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Transferred Receivables or the validity or sufficiency of any assignment grant of a security interest in the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (ef) The Indenture Trustee shall not be liable for interest on any money amounts received by it it, except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default (or any Amortization Event constituting an Event of Default) of which a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice, has occurred and is continuing, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from more than 50% of the Outstanding Amount of the Notes or as otherwise provided herein in the case of certain directions, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to of which a Responsible OfficerOfficer of the Indenture Trustee has actual knowledge or has received written notice: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations or duties (including fiduciary duties) shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith willful misconduct or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates certificates, opinions, reports, documents, Issuer Orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform on their face to the requirements of this IndentureIndenture or any Indenture Supplement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts contained therein). (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does subsection shall not be construed to limit the effect of clause (b) of this SectionSection 6.1(a); (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a this Indenture and/or the direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event more than 50% of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% Holders of the Outstanding Amount of the Notes; and Notes of each outstanding Series of Notes (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entityor, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any such action that does not relate to all Series, the Receivables or the validity or sufficiency Holders of any assignment a majority of the Receivables aggregate outstanding principal amount of all Series of Notes Outstanding to which such action relates) relating to the Trust Estate or time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee, under this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Article VI. (f) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Collateral, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or (iii) withdrawing from the Issuer any Receivable (except as otherwise provided in the Transfer and Servicing Agreement). (g) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments (other than Eligible Investments on which the institution acting as Indenture Trustee is an obligor). (h) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and the TIA.6.1, Section 6.3

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicerits agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the ServicerIssuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller Issuer or the Servicer its agents with statutory or regulatory requirements related to the ReceivablesLoans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Loans or the validity or sufficiency of any assignment of the Receivables Loans to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from not less than a majority of the Outstanding Amount of the Notes or as otherwise provided herein in the case of certain directions, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee which would entitle a majority of the Outstanding Amount of the Notes to take any action pursuant to this Indenture or any Indenture Supplement. (c) The In case an Amortization Event has occurred and is continuing and a Trustee Officer shall have actual knowledge or written notice of such Amortization Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from a majority of the Outstanding Amount of the Notes, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does Subsection shall not be construed to limit the effect of clause Subsection (ba) of this Section;; -------------- (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Trustee Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge and/or the direction of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% majority of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance Notes of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance each outstanding Series of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) and (g). (e) under this Indenture. The Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entitydirection of the Servicer, the Transferor or the Trust. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to Subsections (a), (b), (c) and (d) of this --------------- --- --- --- Section. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Assets, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Trust under the Receivables Purchase Agreement and the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Trust or (iii) withdrawing from the Trust any Receivable (except as otherwise provided in the Receivables Purchase Agreement and the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments. (i) The Indenture Trustee shall notify each Rating Agency (i) of any change in any rating of the Notes of any other Rating Agency of which the Indenture Trustee has actual knowledge, and (ii) immediately of the occurrence of any Event of Default or Amortization Event of which the Indenture Trustee has actual knowledge of or has actual notice from the Servicer of potential Amortization Events or Events of Default and (iii) monthly that no Events of Default have occurred and are continuing. (j) The Indenture Trustee shall hold directly, or through a custodian, any "instruments" within the meaning of any applicable enactment of the UCC. (k) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Amortization Event or Servicer Default unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Amortization Event or Servicer Default shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionSection 6.1; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Issuer or Note Owners owning Notes aggregating not less than ten percent (10% %) of the Outstanding Amount Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicertheir respective agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller Issuer or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the Trustee, the Seller Servicer or the Servicer their respective agents with statutory or regulatory requirements related to the [Loans] [Receivables]. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables [Loans] [Receivables] or the validity or sufficiency of any assignment of the Receivables [Loans] [Receivables] to the Trust Estate Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c), (f) and (g)) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money amounts received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default with respect to a Series of Notes has occurred (which has not been cured or waived) and is continuinga Responsible Officer of the Indenture Trustee shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the Outstanding principal amount of the Notes Outstanding of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, part the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Servicer and the Issuer of any material lack of conformity of any such instrument to the applicable requirements of this Indenture discovered by the Indenture Trustee which would entitle the Holders of a specified percentage of the Outstanding principal amount of the Notes of a Series or Class to take any action pursuant to this Indenture or any Indenture Supplement. (c) The [Reserved]. (d) No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct; provided, except however, that: (i) this clause paragraph (cd) does shall not be construed to limit the effect of clause paragraphs (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of the Holders of a direction received by it pursuant majority of the Outstanding principal amount of all Series of Notes Outstanding (or, with respect to any such action that does not relate to all Series, the Holders of a majority of the aggregate Outstanding principal amount of all Series of Notes Outstanding to which such action relates) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee, under this Indenture; (iv) subject to the provisions of the TIA and paragraphs (a) and (b) of this Section 6.01, the Indenture Trustee shall not be charged with required to take notice of or be deemed to have notice or knowledge of an any Event of Default Default, Early Redemption Event, Reinvestment Event or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of receipt of such event from notice, the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% Indenture Trustee may conclusively assume that none of the Outstanding Amount of the Notessuch events have occurred; and (v) subject to the provisions of the TIA and paragraphs (a) and (b) of this Section 6.01, the Indenture Trustee shall have no duty (A) to monitor the performance see any recording, filing or depositing of the Issuing Entitythis Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or other than from funds available in the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)Collection Account. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have there is reasonable grounds to believe ground for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under the Transfer and Servicing Agreement. (f) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c), (d) and (e) of this Section 6.01. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Issuer or (iii) withdrawing from the Issuer any Receivables (except as otherwise provided in the Receivables Purchase Agreements and the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). (i) [Reserved.] (j) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the applicable provisions of the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions and calculations expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee that by any provision hereof are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform substantially conform, without verification of the accuracy of any computations therein, to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee that would entitle the Majority Investors to take any action pursuant to this Indenture or any Indenture Supplement if such lack of conformity cannot be cured. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (cSection 6.01(c) does shall not be construed to limit the effect of clause (b) of this SectionSection 6.01(a); (ii) permissive rights of the Indenture Trustee shall not be construed as duties; (iii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iiiiv) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a the Indenture and at the direction received by it pursuant of the Majority Investors relating to the Indenture; (iv) time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesunder this Indenture; and (v) no provision of this Indenture or of any Transaction Document shall require the Indenture Trustee shall have no duty to monitor be responsible for the performance acts or omissions of the Issuing Entity, the Trustee, the Seller Servicer or the Servicer, nor shall to act as Successor Servicer until such time as it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the is required to act as Successor Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trusteeunder this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (he) Every Each provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to Sections 6.01(a) and (b). (f) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments, except to the extent that the institution acting as Indenture Trustee is an obligor on such Eligible Investment. (g) The Indenture Trustee shall notify each Rating Agency of any change in any rating of the Notes of any other Rating Agency of which the Indenture Trustee has received written notice pursuant to any of the Transaction Documents. (h) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Servicer Default or Amortization Event unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Servicer Default or Amortization Event shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIA6.01(h).

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerOfficer of the Indenture Trustee: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer Servicer, the Facility Administrator or Note Owners Holders owning Notes aggregating not less than 10% of the Outstanding Amount of the NotesNotes (as used herein "actual knowledge" means the actual fact or state of knowing, without any duty to investigate); and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the TrusteeIssuer, the Seller or the Servicer with statutory or regulatory requirements related to the ReceivablesCollateral. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Collateral or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeCollateral. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)f) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any money received by it receive except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (hg) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section Section. (h) The Indenture Trustee shall, upon two Business Days' prior notice to the Indenture Trustee, permit any representative of the Facility Administrator or the Issuer, during the Indenture Trustee's normal business hours, to examine all books of account and official records required to be maintained in accordance with this Indenture by the TIAIndenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. All expenses incurred by the Indenture Trustee in connection with such examination shall be borne by the Issuer.

Duties of the Indenture Trustee. (a) If an Event For the avoidance of Default has occurred and is continuingdoubt, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, any Series Supplement and this Indenture Agreement and as such shall have no implied covenants obligation or obligations responsibility to monitor or enforce compliance with Regulation RR, nor shall be read into liable to any Person for any violation of Regulation RR; provided that nothing in this Indenture against Section 2.13 shall alter the Indenture Trustee; and ’s duties, obligations or standard of care as set forth in the Indenture or any Indenture Supplement. It is understood and acknowledged that the Indenture Trustee has not provided any advice with respect to the acquisition of the Class A(2018-6) Notes, and has no financial interest in the acquisition of such Class A(2018-6) Notes. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF A BENEFIT PLAN INVESTOR (AS DEFINED BELOW) OR PLAN SUBJECT TO SIMILAR LAW (AS DEFINED BELOW) OR (ii) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A VIOLATION OF SIMILAR LAW. FOR THESE PURPOSES, A “BENEFIT PLAN INVESTOR” INCLUDES AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF THE FOREGOING. ”SIMILAR LAW” MEANS ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA OR SECTION 4975 OF THE CODE. REGISTERED No. [●] CUSIP NO. 254683 CJ2 DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the September 2023 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the absence of bad faith on its part, Indenture or the Indenture Trustee may conclusively rely, Supplement (as to defined on the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenturereverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the March 2026 Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of one- month LIBOR + 0.39% per annum; provided, that if the sum of LIBOR + 0.39% is less than 0.00%, then interest on this Note will be deemed to accrue at a rate of 0.00%, as more specifically set forth in the Class A(2018-6) Terms Document dated as of October 11, 2018 (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable first Interest Payment Date for any error Class A(2018-6) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the actual number of judgment made days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining manner specified on the pertinent facts; (iii) reverse hereof. The principal and interest may be payable monthly, and may be payable earlier or later than the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of Expected Maturity Date, following an Event of Default or Servicer Default unless while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Responsible Officer obtains actual knowledge Receivables Sale. The principal of and interest on this Note are payable in such event coin or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% currency of the Outstanding United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of the Notes; and (vClass A(2018-6) Notes is $300,000,000. Reference is made to the Indenture Trustee further provisions of this Note set forth on the reverse hereof, which shall have no duty to monitor the performance of same effect as though fully set forth on the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision face of this Indenture that Note. * Denominations of $5,000 and in any way relates to integral multiples of $1,000 in excess thereof. Unless the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust certificate of authentication hereon has been executed by the Indenture Trustee need whose name appears below by manual signature, this Note shall not be segregated from other funds except entitled to any benefit under the extent required by lawIndenture, this Indenture Supplement or the Sale and Servicing AgreementTerms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) The Indenture Trustee, both prior to and after the occurrence of an Event of Default, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Deposit and Administration Agreement. If an Event of Default actually known to the Indenture Trustee has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Deposit and Administration Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Administrator pursuant to Section 5.2 of the Deposit and Administration Agreement, the Indenture Trustee in performing such duties shall use the degree of skill and attention customarily exercised by an administrator with respect to a similar trust estate that it administers for itself. The Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture or the Deposit and Administration Agreement, shall examine them to determine whether they substantially conform to the requirements of this Indenture or the Deposit and Administration Agreement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Administrator to the Indenture Trustee pursuant to this Indenture or the Deposit and Administration Agreement and the Indenture Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein. (b) Except during No provision of this Indenture shall be construed to relieve the continuance of an Event of Default actually known Indenture Trustee from liability for its own negligent action, its own negligent failure to a Responsible Officeract or its own bad faith or wilful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Deposit and Administration Agreement, and no implied covenants or obligations shall be read into this Indenture or the Deposit and Administration Agreement against the Indenture Trustee; and (ii) , and in the absence of bad faith on its partpart or manifest error, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in Indenture or the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates Deposit and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionAdministration Agreement; (ii) the The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or in accordance with a direction received by it pursuant to the Indenture;Section 5.11; and (iviii) the Indenture Trustee shall not be charged liable with knowledge respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of an Event the Holders of Default a majority in principal amount of the Notes or Servicer Default unless a Responsible Officer obtains actual knowledge Certificates, determined as provided in Sections 2.1, 2.4 and 5.12, relating to the time, method and place of such event or conducting any proceeding for any remedy available to the Indenture Trustee receives written notice of such event from the SellerTrustee, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) exercising any trust or power conferred upon the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The under this Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Notes or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeCertificates. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Related Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and its other Related Documents and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture and the Indenture Trustee's other Related Documents. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction by the Insurer (so long as an Insurer Default shall have not occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) or otherwise received by it pursuant to the this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default Termination Event unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from Triad, the SellerInsurer, the Servicer or Note Owners Holders owning Notes aggregating not less than 10% of the Outstanding Amount of the NotesNote Balance; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing EntityIssuer, the TrusteeCompany, the Seller Triad or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing EntityIssuer, the TrusteeCompany, the Seller Triad or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing EntityIssuer, the TrusteeCompany, the Seller Triad or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any pledge or assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g)) and to the provisions of the TIA. (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur or be subjected to financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity reasonably satisfactory to it against any loss, liability or expense is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall, upon one (1) Business Day's prior notice to the Indenture Trustee, permit any representative of the Insurer, during the Indenture Trustee's normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with respect to the Notes. All expenses incurred by the Indenture Trustee in connection with such examination shall be borne by the Issuer. (j) The Indenture Trustee shall, and hereby agrees that it shall, perform all of the obligations and duties required of it under the Sale and Servicing Agreement. (k) In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer, or any other party, under the Sale and Servicing Agreement except that The Chase Manhattan Bank solely in its capacity as Backup Servicer, shall perform and be responsible for such obligations during such time, if any, as the Backup Servicer shall be the successor to, and be vested with the rights, powers, duties and privileges of the Servicer in accordance with the terms of the Sale and Servicing Agreement. (l) The Indenture Trustee shall, and hereby agrees that it will, hold the Note Policy in trust, and will hold any proceeds of any claim on the Note Policy in trust solely for the use and benefit of the Class A Noteholders. (m) Without limiting the generality of this Section 6.1, the Indenture Trustee, in its capacity as Indenture Trustee, shall have no duty, unless specifically set forth in this Indenture or the Related Documents, (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Estate, (iii) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Company's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer. (n) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture and left to the Indenture Trustee's discretion, or to institute, conduct or defend any litigation under this Agreement or in relation to this Indenture, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

Duties of the Indenture Trustee. (a) If an Event of Default with respect to a Series of Notes has occurred (which has not been cured or waived) and is continuinga Responsible Officer of the Indenture Trustee shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Holders of not less than 50% of the outstanding principal amount of such Series, exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they substantially conform to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee which would entitle a majority of the Outstanding Amount of the Notes to take any action pursuant to this Indenture or any Indenture Supplement. (c) The In case an Amortization Event or Reinvestment Event with respect to a Series of Notes has occurred and is continuing and a Responsible Officer shall have actual knowledge or written notice of such Amortization Event or Reinvestment Event, the Indenture Trustee may not shall, prior to the receipt of directions, if any, from a majority of the Outstanding Amount of the Notes, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture shall be relieved construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (c) does subsection shall not be construed to limit the effect of clause subsection (ba) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by a court of competent jurisdiction shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (iii) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with this Indenture and/or the direction of a direction received by it pursuant to the Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% majority of the Outstanding Amount of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance Notes of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance each outstanding Series of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related Notes relating to the Receivables. The Indenture Trustee shall not make or be deemed time, method and place of conducting any proceeding for any remedy available to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trustee. (d) Every provision of this Indenture that in , or for exercising any way relates to trust or power conferred upon the Indenture Trustee is subject to clauses (a)Trustee, (b), (c) and (g). (e) under this Indenture. The Indenture Trustee shall not be liable for interest on any money received action taken, suffered or omitted to be taken by it except as the Indenture Trustee may agree in writing good faith in accordance with the Issuing Entity. (f) Money held in trust by direction of the Indenture Trustee need not be segregated from other funds except to Servicer, the extent required by law, this Indenture Transferors or the Sale and Servicing Trust in compliance with the terms of this Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (hf) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to subsections (a), (b), (c), (d) and (e) of this Section. (g) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Collateral, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Trust under the Transfer and Servicing Agreement, (ii) adding any other investment, obligation or security to the Trust or (iii) withdrawing from the Trust any Receivable (except as otherwise provided in the Transfer and Servicing Agreement). (h) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments. (i) The Indenture Trustee shall notify each Rating Agency (i) of any change in any rating of the Notes by any other Rating Agency of which a Responsible Officer of the Indenture Trustee has actual knowledge, and (ii) immediately of the occurrence of any actual or potential Event of Default or Amortization Event of which a Responsible Officer of the Indenture Trustee has actual knowledge or has actual notice from the Servicer and (iii) monthly that no Events of Default have occurred and are continuing. (j) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Amortization Event or Servicer Default unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee's responsibility and liability hereunder, any reference to an Event of Default, Amortization Event or Servicer Default shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIASection.

Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Trustee Officer shall have actual knowledge or written notice of such Event of Default, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible OfficerDefault: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions and calculations expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions other instruments furnished to the Indenture Trustee that by any provision hereof are specifically required to be furnished pursuant to the any provision of this Indenture Trusteeor any Indenture Supplement, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform substantially conform, without verification of the accuracy of any computations therein, to the requirements of this IndentureIndenture or any Indenture Supplement. The Indenture Trustee shall give prompt written notice to the Noteholders and each Rating Agency of any material lack of conformity of any such instrument to the applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture Trustee that would entitle the Majority Investors to take any action pursuant to this Indenture or any Indenture Supplement if such lack of conformity cannot be cured. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this clause (cSection 6.01(c) does shall not be construed to limit the effect of clause (b) of this SectionSection 6.01(a); (ii) permissive rights of the Indenture Trustee shall not be construed as duties; (iii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trustee Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iiiiv) the Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a the Indenture and at the direction received by it pursuant of the Majority Investors relating to the Indenture; (iv) time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or for exercising any trust or power conferred upon the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesunder this Indenture; and (v) no provision of this Indenture or of any Transaction Document shall require the Indenture Trustee shall have no duty to monitor be responsible for the performance acts or omissions of the Issuing Entity, the Trustee, the Seller Servicer or the Servicer, nor shall to act as Successor Servicer until such time as it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the is required to act as Successor Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture Trusteeunder this Indenture. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it. (he) Every Each provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Indenture Trustee is subject to Sections 6.01(a) and (b). (f) The Indenture Trustee shall have no responsibility or liability for investment losses on Eligible Investments, except to the extent that the institution acting as Indenture Trustee is an obligor on such Eligible Investment. (g) The Indenture Trustee shall notify each Rating Agency of any change in any rating of the Notes of any other Rating Agency of which the Indenture Trustee has received written notice pursuant to any of the Transaction Documents. (h) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Servicer Default or Amortization Event unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the Indenture Trustee’s responsibility and liability hereunder, any reference to an Event of Default, Servicer Default or Amortization Event shall be subject construed to refer only to such event of which the Indenture Trustee is deemed to have notice as described in this Section and the TIA6.01(h).

Duties of the Indenture Trustee. (a) If an Event of Default or Servicer Default has occurred and is continuingcontinuing and a Responsible Officer shall have actual knowledge or received written notice of such Event of Default or Servicer Default, the Indenture Trustee shall shall, prior to the receipt of directions, if any, from the Required Noteholders, exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that the Indenture Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default or Servicer Default of which a Responsible Officer has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Indenture Trustee from liability arising out of the Indenture Trustee’s negligence or willful misconduct. (b) Except during With respect to the continuance of an Event of Default actually known to a Responsible Officer: Indenture Trustee at all times: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied duties, obligations, or covenants or obligations by the Indenture Trustee shall be read into this Indenture against the Indenture TrusteeIndenture; and and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates resolutions, certificates, statements, reports, documents, orders, opinions or opinions other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in that the case Indenture Trustee, upon receipt of any such certificates resolutions, certificates, statements, opinions, reports, documents, orders or opinions that by any provision hereof other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to the Indenture Trusteeany provision of this Indenture, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents, certificates or opinions and the Indenture Trustee shall have no obligation to verify or recompute any numeral information provided to it pursuant to the Transaction Documents. If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture Trustee shall notify the Noteholders in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument. (c) The No provision of this Indenture shall be construed to relieve the Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own intentional fraud, bad faith or willful misconduct; provided, except however, that: (i) this clause paragraph (c) does shall not be construed to limit the effect of clause paragraphs (a) or (b) of this SectionSection 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer Officer, unless it is conclusively determined by shall be proven in a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the this Indenture, including Section 5.12; (iv) the Indenture Trustee shall not be charged with deemed to have notice or knowledge of an any Event of Default Default[, Early Amortization Event,] or Servicer Default any other default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives has actual knowledge or shall have received written notice thereof. In the absence of such event from actual knowledge or receipt of such notice, the SellerIndenture Trustee may conclusively assume that none of such events have occurred and the Indenture Trustee shall not have any obligation or duty to determine whether any Event of Default[, Servicer Early Amortization Event] or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notesany other default has occurred; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it not have any liability in connection with malfeasance duty (A) to see to any recording, filing or nonfeasance by the Issuing Entitydepositing of this Indenture or any agreement referred to herein or any financing statement or amendments to a financing statement evidencing a security interest, the Trustee, the Seller or the Servicer. The Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to see to the Receivables. The Indenture Trustee shall not make maintenance of any such recording or be deemed filing or depositing or to have made any representations rerecording, refiling or warranties redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to the Receivables to, assessed or the validity or sufficiency levied against, any part of any assignment of the Receivables to the Trust Estate or Receivables Trust Estate other than from funds available in the Indenture TrusteeCollection Account. (d) Every provision of this Indenture that in any way relates Notwithstanding anything to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree contrary contained in writing with the Issuing Entity. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any of the Sale and Servicing Agreement. (g) No Transaction Documents, no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers and powers, if it shall have there is reasonable grounds to believe ground (as determined by the Indenture Trustee in its sole discretion) for believing that the repayment of such funds or adequate indemnity reasonably satisfactory to it the Indenture Trustee against any loss, liability or expense such risk is not reasonably assured (as determined by the Indenture Trustee in its sole discretion) to itit by the security afforded to it by the terms of this Indenture. (e) [Reserved]. (f) The Indenture Trustee shall, and hereby agrees that it will, perform all of its express obligations and duties set forth in the Servicing Agreement. (g) Except for actions expressly authorized by this Indenture, the Indenture Trustee shall take no action reasonably likely to impair the interests of the Issuer or Receivables Trust in any asset of the Trust Estate or Receivables Trust Estate now existing or hereafter created or to impair the value of any asset of the Trust Estate or Receivables Trust Estate now existing or hereafter created. (h) Except as expressly provided in this Indenture, the Indenture Trustee shall have no power to vary the Trust Estate or Receivables Trust Estate, including, without limitation, by (i) accepting any substitute payment obligation for a Receivable initially transferred to the Issuer under the Granting Clause except for actions expressly authorized by the Indenture, (ii) adding any other investment, obligation or security to the Issuer, the Trust Estate or Receivables Trust Estate or (iii) withdrawing from the Receivable Trust Estate any Receivables (except as otherwise provided in the Second Receivables Purchase Agreement and the Servicing Agreement). (i) The Indenture Trustee shall not have any responsibility or liability for investment losses on Eligible Investments (other than as an obligor on any Eligible Investments on which the institution acting as Indenture Trustee is an obligor). The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.07 of this Indenture. (j) Every provision of this Indenture relating to the conduct or of, affecting the liability of of, or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (k) Without limiting the generality of this Section 6.01 and subject to the other provisions of this Indenture, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof or to see to the validity, perfection, continuation, or value of any lien or security interest created herein or to monitor the status of any such lien or security interest or the performance of any collateral, (ii) to see to the payment or discharge of any tax, assessment or other governmental Lien owing with respect to, assessed or levied against any part of the Issuer, (iii) to confirm, verify or review (unless expressly required by the terms of this Indenture or any other Transaction Document to which the Indenture Trustee is a party) the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture or any other Transaction Document believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, (iv) to determine whether any Receivable is an Eligible Receivable or to inspect the Trust Certificate or the Receivables at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s, the Receivables Trust’s, 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 the Servicer Transaction Documents or (v) to determine when a Repurchase Event occurs. (l) Subject to Section 6.01(d), in the event that the Registrar (if other than the Indenture Trustee) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Registrar under this Indenture, the Indenture Trustee shall be obligated as soon as practicable upon actual knowledge of a Responsible Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (m) No provision of this Indenture or any other Transaction Document shall be construed to require the Indenture Trustee to perform, or accept any responsibility for the performance of, the obligations of the Servicer hereunder or under any other Transaction Document or any Person other than itself under any Transaction Document. (n) Subject to Section 6.05, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by Law or the Transaction Documents. (o) Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate or Receivables Trust Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties, provided, that the Indenture Trustee shall perform those ministerial acts set forth above necessary to accomplish the purpose of this Indenture. (p) Notwithstanding any provision of this Indenture or any other Transaction Document to the contrary, the Indenture Trustee shall not be required to take action (including the sending of any notice) upon, or be deemed to have notice or knowledge of, any Event of Default, [Early Amortization Event, ]Servicer Default, [Unmatured Early Amortization Event, ]Unmatured Event of Default, Unmatured Servicer Default or other event or information unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of a Responsible Officer’s receipt of such notice, the Indenture Trustee shall have no duty to take any action to determine whether any such event has occurred and may conclusively assume that no such event has occurred. The Indenture Trustee shall not be deemed to have knowledge of any event or information held by or imputed to any Person other than itself in its capacity as Indenture Trustee. The availability or delivery (including pursuant to this Indenture) of reports or other documents (including news or other publicly available reports or documents) to the Indenture Trustee shall not constitute actual or constructive knowledge or notice of information contained in or determinable from those reports or documents, except for such reports or documents that this Indenture expressly requires the Indenture Trustee to review. (q) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage regardless of the form of action. (r) The Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, the Servicer, the Administrative Agent and/or a specified percentage of Noteholders under circumstances in which such direction is required or permitted by the terms of this Indenture or any other Transaction Document. (s) The Indenture Trustee agrees to provide the Issuer with prompt written notice of any written repurchase demand it receives with respect to the Receivables underlying the Receivables Trust Certificate and to cooperate in good faith with any reasonable written request by the Issuer for information in the possession of the Indenture Trustee which is required in order to enable the Issuer to comply with the provisions of Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under the Transaction Documents to which it is a party; provided that with respect to Rule 15Ga-1, only information in its possession need be provided, and the TIAIndenture Trustee shall not be deemed a “securitizer” under the Exchange Act. (t) The enumeration of any discretion, permissive right, privilege or power herein or in any other Transaction Document available to the Indenture Trustee shall not be construed to be the imposition of a duty, unless and except to the extent expressly set forth herein. (u) Xxxxx Fargo Bank, National Association will perform its obligations hereunder through its Corporate Trust Services department.

Duties of the Indenture Trustee. (a) The Indenture Trustee, both prior to and after the occurrence of an Event of Default, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Deposit and Administration Agreement. If an Event of Default actually known to the Indenture Trustee has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Deposit and Administration Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Administrator pursuant to Section 5.2 of the Deposit and Administration Agreement, the Indenture Trustee in performing such duties shall use the degree of skill and attention customarily exercised by an administrator with respect to a similar trust estate that it administers for itself. The Indenture Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture or the Deposit and Administration Agreement, shall examine them to determine whether they substantially conform to the requirements of this Indenture or the Deposit and Administration Agreement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Administrator to the Indenture Trustee pursuant to this Indenture or the Deposit and Administration Agreement and the Indenture Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein. (b) Except during No provision of this Indenture shall be construed to relieve the continuance of an Event of Default actually known Indenture Trustee from liability for its own negligent action, its own negligent failure to a Responsible Officeract or its own bad faith or wilful misconduct; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Deposit and Administration Agreement, and no implied covenants or obligations shall be read into this Indenture or the Deposit and Administration Agreement against the Indenture Trustee; and (ii) , and in the absence of bad faith on its partpart or manifest error, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in Indenture or the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates Deposit and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this SectionAdministration Agreement; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) facts nor shall the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with this Indenture or in accordance with a direction received by it pursuant to the Indenture;Section 5.11; and (iviii) the Indenture Trustee shall not be charged liable with knowledge respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of an Event the Holders of Default a majority in principal amount of the Notes or Servicer Default unless a Responsible Officer obtains actual knowledge Certificates, determined as provided in Sections 2.1, 2.4 and 5.12, relating to the time, method and place of such event or conducting any proceeding for any remedy available to the Indenture Trustee receives written notice of such event from the SellerTrustee, Servicer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and (v) exercising any trust or power conferred upon the Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer. The under this Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with statutory or regulatory requirements related to the Receivables. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables Notes or the validity or sufficiency of any assignment of the Receivables to the Trust Estate or the Indenture TrusteeCertificates. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing EntityIssuer. (fd) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, law or the terms of this Indenture or the Sale Deposit and Servicing Administration Agreement. (ge) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expense is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Administrator (including its obligations as custodian) under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Administrator in accordance with the terms of the Deposit and Administration Agreement. (f) The Indenture Trustee shall not be charged with knowledge of an Event of Default until such time as a Responsible Officer shall have actual knowledge or have received written notice thereof. (g) Except for actions expressly authorized by this Indenture or, based upon an Opinion of Counsel, in the best interests of the Noteholders, the Indenture Trustee shall take no action reasonably likely to impair the security interests created or existing under any asset which is part of the Collateral or to impair the value of any asset which is part of the Collateral. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.