Common use of Limitation on Trustee’s Liability Clause in Contracts

Limitation on Trustee’s Liability. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication on, the Certificates), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any Receivable or any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may hold); the acts or omissions of the Seller, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct, bad faith or negligence, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Servicer) or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement. It is expressly understood and agreed by the parties hereto that (i) each of this Agreement and the Certificates is executed and delivered by the Trustee, not in its individual capacity but solely as trustee of the Trust in the exercise of its powers and authority conferred and vested in it, (ii) each of the representations (other than the representations and warranties of the Trustee set forth in Section 9.14), undertakings and agreements herein made on the part of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the Certificates. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates Notes (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication onthereon, the Certificatesas applicable), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller Issuer or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust Estate or its ability to generate the payments to be distributed paid to Certificateholders Noteholders and the Note Insurer under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; limitation the existence and contents of any Receivable or any computer file or other record thereof; the validity of the assignment of any Receivable to the Trust Trustee or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller Issuer or the Servicer with any covenant or the breach by the Seller Issuer or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by the Servicer Issuer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may holdhold as part of the Trust Estate); the acts or omissions of the SellerIssuer, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, provided however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence gross negligence, willful misconduct or willful misconduct, bad faith or negligencefaith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates Notes or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder Noteholder, the Note Insurer or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Estate or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any Issuer of the Certificates Notes or of the proceeds of such Certificatesthereof, if any, or for the use or application of any funds paid to or collected by the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Servicer) or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement. It is expressly understood and agreed by the parties hereto that (i) each of The recitals contained in this Agreement and in the Certificates is executed and delivered by Notes, except the Trusteecertificates of authentication on the Notes, not in its individual capacity but solely shall be taken as trustee the statements of the Issuer, and the Trustee assumes no responsibility for their correctness or completeness. The Trustee makes no representations as to the validity or condition of any Trust in Estate or any part thereof, or as to the exercise of its powers and authority conferred and vested in it, (ii) each title of the representations (other than Issuer thereto or as to the representations security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and warranties of deposited with the Trustee set forth in Section 9.14), undertakings and agreements herein made on hereunder or as to the part validity or sufficiency of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the CertificatesNotes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer under any provisions hereof. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Permitted Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's gross negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates Notes (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication onthereon, the Certificatesas applicable), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller Issuer or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a 99 105 security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust Estate or its ability to generate the payments to be distributed paid to Certificateholders Noteholders and the Note Insurer under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; limitation the existence and contents of any Receivable or any computer file or other record thereof; the validity of the assignment grant of a security interest in any Receivable to the Trust Trustee or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller Issuer or the Servicer with any covenant or the breach by the Seller Issuer or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by the Servicer Issuer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may holdhold as part of the Trust Estate); the acts or omissions of the SellerIssuer, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, provided however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence gross negligence, willful misconduct or willful misconduct, bad faith or negligencefaith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates Notes or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder Noteholder, the Note Insurer or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Estate or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any Issuer of the Certificates Notes or of the proceeds of such Certificatesthereof, if any, or for the use or application of any funds paid to or collected by the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee in its capacity as Backup Servicer shall have become the successor Successor Servicer) or to prepare or file any Securities and Exchange Commission filing for with respect to the Trust Notes or to record this Agreement. It is expressly understood and agreed by The Trustee shall have no responsibility to determine whether any Funding Termination Event specified in clauses (e) or (f) of the parties hereto definition of "Funding Termination Event" has occurred, or to determine whether any of the conditions precedent to a Funding have occurred except to the extent that (i) each a Responsible Officer of Trustee has knowledge that any such conditions have not been satisfied. The recitals contained in this Agreement and in the Certificates is executed and delivered by Notes, except the Trusteecertificates of authentication on the Notes, not in its individual capacity but solely shall be taken as trustee the statements of the Issuer, and the Trustee assumes no responsibility for their correctness or completeness. The Trustee makes no representations as to the validity or condition of any Trust in Estate or any part thereof, or as to the exercise of its powers and authority conferred and vested in it, (ii) each title of the representations (other than Issuer thereto or as to the representations security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and warranties of deposited with the Trustee set forth in Section 9.14), undertakings and agreements herein made on hereunder or as to the part validity or sufficiency of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the CertificatesNotes. The Trustee shall not be 100 106 accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer under any provisions hereof. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Permitted Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's gross negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates Notes (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication onthereon, the Certificatesas applicable), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller Issuer or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust Estate or its ability to generate the payments to be distributed paid to Certificateholders Noteholders and the Note Insurer under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; limitation the existence and contents of any Receivable or any computer file or other record thereof; the validity of the assignment of any Receivable to the Trust Trustee or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller Issuer or the Servicer with any covenant or the breach by the Seller Issuer or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by the Servicer Issuer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may holdhold as part of the Trust Estate); the acts or omissions of the SellerIssuer, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, provided however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence negligence, willful misconduct or willful misconduct, bad faith or negligencefaith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates Notes or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder Noteholder, the Note Insurer or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Estate or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any Issuer of the Certificates Notes or of the proceeds of such Certificatesthereof, if any, or for the use or application of any funds paid to or collected by the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee in its capacity as Backup Servicer shall have become the successor Successor Servicer) or to prepare or file any Securities and Exchange Commission filing for with respect to the Trust Notes or to record this Agreement. It is expressly understood and agreed by the parties hereto that (i) each of The recitals contained in this Agreement and in the Certificates is executed and delivered by Notes, except the Trusteecertificates of authentication on the Notes, not in its individual capacity but solely shall be taken as trustee the statements of the Issuer, and the Trustee assumes no responsibility for their correctness or completeness. The Trustee makes no representations as to the validity or condition of any Trust in Estate or any part thereof, or as to the exercise of its powers and authority conferred and vested in it, (ii) each title of the representations (other than Issuer thereto or as to the representations security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and warranties of deposited with the Trustee set forth in Section 9.14), undertakings and agreements herein made on hereunder or as to the part validity or sufficiency of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the CertificatesNotes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer under any provisions hereof. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Permitted Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates Notes (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication onthereon, the Certificatesas applicable), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller Issuer or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust Estate or its ability to generate the payments to be distributed paid to Certificateholders Noteholders and the Note Insurer under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; limitation the existence and contents of any Receivable or any computer file or other record thereof; the validity of the assignment of any Receivable to the Trust Trustee or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller Issuer or the Servicer with any covenant or the breach by the Seller Issuer or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by the Servicer Issuer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may holdhold as part of the Trust Estate); the acts or omissions of the SellerIssuer, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, provided however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence gross negligence, willful misconduct or willful misconduct, bad faith or negligencefaith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates Notes or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder Noteholder, the Note Insurer or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Estate or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any Issuer of the Certificates Notes or of the proceeds of such Certificatesthereof, if any, or for the use or application of any funds paid to or collected by the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee in its capacity as Backup Servicer shall have become the successor Successor Servicer) or to prepare or file any Securities and Exchange Commission filing for with respect to the Trust Notes or to record this Agreement. It is expressly understood and agreed by the parties hereto that (i) each of The recitals contained in this Agreement and in the Certificates is executed and delivered by Notes, except the Trusteecertificates of authentication on the Notes, not in its individual capacity but solely shall be taken as trustee the statements of the Issuer, and the Trustee assumes no responsibility for their correctness or completeness. The Trustee makes no representations as to the validity or condition of any Trust in Estate or any part thereof, or as to the exercise of its powers and authority conferred and vested in it, (ii) each title of the representations (other than Issuer thereto or as to the representations security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and warranties of deposited with the Trustee set forth in Section 9.14), undertakings and agreements herein made on hereunder or as to the part validity or sufficiency of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the CertificatesNotes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer under any provisions hereof. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Permitted Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's gross negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement Indenture or of the Certificates Notes (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication onthereon, the Certificatesas applicable), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller or the Servicer Issuer unless explicitly set forth in this AgreementIndenture. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust Estate or its ability to generate the payments to be distributed paid to Certificateholders Noteholders under this AgreementIndenture, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; limitation the existence and contents of any Receivable or any computer file or other record thereof; the validity of the assignment grant of a security interest in any Receivable to the Trust Trustee or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller or the Servicer Issuer with any covenant or the breach by the Seller or the Servicer Issuer of any warranty or representation made under this Agreement Indenture or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by the Servicer Issuer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may holdhold as part of the Trust Estate); the acts or omissions of the Seller, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the TrusteeIssuer; or any action by the Trustee taken at the instruction of the ServicerOAC; provided, provided however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this AgreementIndenture. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement Indenture or based on the Trustee's negligence negligence, willful misconduct or willful misconduct, bad faith or negligencefaith, no recourse shall be had for any claim based on any provision of this AgreementIndenture, the Certificates Notes or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder Noteholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Estate or any indemnitor who shall furnish indemnity as provided in this AgreementIndenture. The Trustee shall not be accountable for the use or application by the Seller of any Issuer of the Certificates Notes or of the proceeds of such Certificates, or for the use or application of any funds paid to the Servicer in respect of the Receivablesthereof. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Servicer) or to prepare or file any Securities and Exchange Commission filing for with respect to the Trust Notes or to record this AgreementIndenture. It is expressly understood The Trustee shall have no responsibility to determine whether any Funding Termination Event specified in clause (e) of the definition of "Funding Termination Event" has occurred, or to determine whether any of the conditions precedent to a purchase of Additional Receivables have occurred except to the extent that a Responsible Officer of Trustee has knowledge that any such conditions have not been satisfied. The recitals contained in this Indenture and agreed in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness or completeness. The Trustee makes no representations as to the validity or condition of any Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or the Notes. The Trustee shall not be accountable for the use or application by the parties hereto that (i) each of this Agreement and the Certificates is executed and delivered by the Trustee, not in its individual capacity but solely as trustee Issuer of the Trust in Notes or the exercise of its powers and authority conferred and vested in it, (ii) each of the representations (other than the representations and warranties of the Trustee set forth in Section 9.14), undertakings and agreements herein made on the part of the Trust is made and intended not as a representation, undertaking proceeds thereof or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by money paid to the Trust Issuer under this Agreement or the Certificatesany provisions hereof. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Permitted Investments made in accordance with the terms of this AgreementIndenture, other than losses arising out of the Trustee's gross negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates Notes (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication onthereon, the Certificatesas applicable), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller Issuer or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust Estate or its ability to generate the payments to be distributed paid to Certificateholders Noteholders under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; limitation the existence and contents of any Receivable or any computer file or other record thereof; the validity of the assignment of any Receivable to the Trust Trustee or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller Issuer or the Servicer with any covenant or the breach by the Seller Issuer or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by the Servicer Issuer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may holdhold as part of the Trust Estate); the acts or omissions of the SellerIssuer, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, howeverPROVIDED HOWEVER, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence negligence, willful misconduct or willful misconduct, bad faith or negligencefaith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates Notes or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder Noteholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Estate or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any Issuer of the Certificates Notes or of the proceeds of such Certificatesthereof, if any, or for the use or application of any funds paid to or collected by the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee in its capacity as Backup Servicer shall have become the successor Successor Servicer) or to prepare or file any Securities and Exchange Commission filing for with respect to the Trust Notes or to record this Agreement. It is expressly understood and agreed by the parties hereto that (i) each of The recitals contained in this Agreement and in the Certificates is executed and delivered by Notes, except the Trusteecertificates of authentication on the Notes, not in its individual capacity but solely shall be taken as trustee the statements of the Issuer, and the Trustee assumes no responsibility for their correctness or completeness. The Trustee makes no representations as to the validity or condition of any Trust in Estate or any part thereof, or as to the exercise of its powers and authority conferred and vested in it, (ii) each title of the representations (other than Issuer thereto or as to the representations security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and warranties of deposited with the Trustee set forth in Section 9.14), undertakings and agreements herein made on hereunder or as to the part validity or sufficiency of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the CertificatesNotes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer under any provisions hereof. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Permitted Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's negligence, bad faith or willful misconduct.

Limitation on Trustee’s Liability. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication on, the Certificates), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller or the Servicer unless explicitly set forth in this Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including without limitation, the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any Receivable or any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible as Trustee for any Trust property that it may hold); the acts or omissions of the Seller, the Servicer or any Obligor; any action of the Servicer taken in the name of or as the agent of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct, bad faith or negligence, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Servicer in respect of the Receivables. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Servicer) or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement. It is expressly understood and agreed by the parties hereto that (i) each of this Agreement and the Certificates is executed and delivered by the Trustee, not in its individual capacity but solely as trustee of the Trust in the exercise of its powers and authority conferred and vested in it, (ii) each of the representations (other than the representations and warranties of the Trustee set forth in Section 9.14), undertakings and agreements herein made on the part of the Trust is made and intended not as a representation, undertaking or agreement by the Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Trustee in its individual capacity be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the Certificates. The Trustee will not be responsible for any losses incurred in connection with investments in Eligible Investments made in accordance with the terms of this Agreement, other than losses arising out of the Trustee's negligence, bad faith or willful misconduct.to