Common use of Trustee Not Liable for Certificates or Receivables Clause in Contracts

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer with 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than Trustee’s execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by Seller and Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of Servicer under this Agreement except as herein set forth; but Trustee may require Servicer to provide full information and advice as to the performance of the aforesaid covenants, condition and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of Servicer, except as explicitly set forth in this Agreement. Trustee shall have no liability in connection with compliance of Servicer with statutory or regulatory requirements to the Receivables. 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 or Trustee. Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders Holders under this Agreement, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; , the existence and enforceability of any physical damage insurancethe Insurance Policies, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy accuracy, of any such warranty or representation representation, prior to the Trustee's ’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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction, of Servicer (provided that such instruction is not in express violation of the Servicerterms and provisions of this Agreement); provided, however, provided 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's negligence or ’s willful misconduct, negligence, or bad faith, or based on Trustee’s breach of a representation and warranty contained in Section 9.14, no recourse shall be had to Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the ; Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder Holder 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with Trustee). Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by Seller and Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of Servicer under this Agreement except as herein set forth; but Trustee may require Servicer to provide full information and advice as to the performance of the aforesaid covenants, condition and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of Servicer, except as explicitly set forth in this Agreement. Trustee shall have no liability in connection with compliance of Servicer with statutory or regulatory requirements to the Receivables. 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 or Trustee. Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders Holders under this Agreement, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; , the existence and enforceability of any physical damage insurancethe Insurance Policies, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy accuracy, of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction, of Servicer (provided that such instruction is not in express violation of the Servicerterms and provisions of this Agreement); provided, however, provided 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on Trustee's breach of a representation and warranty contained in Section 9.14, no recourse shall be had to Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the ; Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder Holder 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with Trustee). Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lendertheft insurance, vendor's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor Seller or the Servicer with 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 other than investments in obligations of or guaranteed by the Trustee (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor 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 Depositor Seller or the Servicer in respect of the Receivables. The Trustee shall not be responsible for any statement in any document prepared, executed or delivered in connection with the sale and issuance of the Certificates other than any such document prepared, executed or delivered by the Trustee in connection therewith on the Closing Date.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation under any circumstance to perform any of the duties of the Seller or of the Servicer except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Seller with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for 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 insuranceInsurance Policy, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made by it under this Agreement or in any related document and the accuracy of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer in the absence of bad faith on the part of the Trustee or manifest error in such instruction; providedPROVIDED, howeverHOWEVER, 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 (whether in its capacity as Trustee or as successor servicer) or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.15, no recourse shall be had to the Trustee (whether in its individual capacity or as a Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Certificate Account (whether or not the Certificate Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein in the Agreement and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than execution by the certificate Trustee on behalf of the Trust of, or the authentication on 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 Servicer unless explicitly set forth in the 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, ; the filing of any financing or for continuation statement in any public office; the preparation or filing of any report or statement with respect to the Securities and Exchange Commission; the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under this the Agreement, including, without limitation: ; the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, comprehensive and collision insurance or credit life or credit disability and hospitalization insurance with respect to any Receivableor Force Placed 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; any claim or default asserted against a Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer with any warranty or representation made under this the Agreement or in any related document and the accuracy of any such warranty or representation prior to (except after the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereofthereof or as otherwise provided herein); the satisfaction of any condition relating to the Receivables; any investment of monies funds by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the ServicerServicer (including in its capacity as custodian hereunder), or any Obligor; an any action of the Servicer taken in the name 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 the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this the Agreement or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on the Trustee's breach of a representation and warranty specified in Section 20.14, no recourse shall be had for any claim or defense based on any provision of this the Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claimclaim or defense, and any such claim or defense shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein in this Agreement and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness accuracy thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than execution by the certificate Trustee on behalf of the Trust of, or the authentication on on, the Certificates), or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Depositor or 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, ; the filing of any financing or for continuation statement in any public office; the preparation or filing of any report or statement with respect to the Securities and Exchange Commission; 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 insurance, lender's single interest insurance, comprehensive and collision insurance or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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; any claim or default asserted against a Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to (except after the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereofthereof or as otherwise provided herein); the satisfaction of any condition relating to the Receivables; any investment of monies funds by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Depositor, the ServicerServicer (including in its capacity as custodian hereunder), or any Obligor; an any action of the Servicer taken in the name 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, negligence, or bad faith, or based on the Trustee's breach of a representation and warranty specified in Section 13.14, no recourse shall be had for any claim or defense based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claimclaim or defense, and any such claim or defense 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lender's single interest collateral protection insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer with 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lender's single interest collateral protection insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer with 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may beSeller, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement Agreement, the Trust Property or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related documentdocument or the validity, genuineness or originality of any document delivered to the Trustee in its capacity as Custodian. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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, location and ownership of any Financed Vehicle; the review of any Servicer File or Custodian File therefor; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any Servicer File or Custodian File 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 ReceivableReceivable or any Servicer File or Custodian File; the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer Servicer, with any warranty or representation made under this Agreement or the Servicing 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 thereofthereof (provided, however, that the receipt of notice or other discovery of such noncompliance or breach shall only obligate the Trustee to comply with the terms of Section 3.02 hereof); any investment of monies moneys by the Servicer Trustee or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an action of the Servicer taken in the name 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 if caused by its negligence or its failure to act in accordance with reasonable and proper instructions given in writing received by the Trustee, the Trustee shall not be liable for losses on investments on the funds or on the accounts established pursuant to Section 5.01. The Trustee shall not be liable for collections received by the Servicer prior to deposit by the Servicer of such collections into the Collection Account or for the application or misapplication of funds, or for other acts or defaults, by any person, firm or corporation except its own directors, officers, agents and employees. 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, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, the Trustee shall not have any personal obligation, liability, 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 Depositor 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 Depositor or the a Servicer in respect of the Receivables. The Seller hereby certifies to the Trustee that the rating agency rating the Rated Certificates is the Rating Agency, and that its address is as set forth in Section 13.05. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, and the certificate of authentication on 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 Servicer unless explicitly set forth in the Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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 the Agreement, including, without limitation: ; the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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 Depositor Seller or the Servicer with any warranty or representation made under this the 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 for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.the

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may beSeller, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement Agreement, the Trust Property or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related documentdocument or the validity, genuineness or originality of any document delivered to the Trustee in its capacity as Custodian. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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, location and ownership of any Financed Vehicle; the review of any Servicer File or Custodian File therefor; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any Servicer File or Custodian File 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 ReceivableReceivable or any Servicer File or Custodian File; the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer Servicer, with any warranty or representation made under this Agreement or the Servicing 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 thereofthereof (provided, however, that the receipt of notice or other discovery of such noncompliance or breach shall only obligate the Trustee to comply with the terms of Section 3.02 hereof); any investment of monies moneys by the Servicer Trustee or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an action of the Servicer taken in the name 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 if caused by its negligence or its failure to act in accordance with reasonable and proper instructions given in writing received by the Trustee, the Trustee shall not be liable for losses on investments on the funds or on the accounts established pursuant to Section 5.01. The Trustee shall not be liable for collections received by the Servicer prior to deposit by the Servicer of such collections into the Collection Account or for the application or misapplication of funds, or for other acts or defaults, by any person, firm or corporation except its own directors, officers, agents and employees. 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, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, the Trustee shall not have any personal obligation, liability, 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 Depositor 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 Depositor or the a Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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: including (a) the existence, condition, location, location and ownership of any Financed Vehicle; (b) the review of any Receivable File therefor; (c) the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; (d) the existence and contents of any Receivable or any Receivable File or any computer or other record thereof; (e) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; (f) the completeness of any ReceivableReceivable or any Receivable File; (g) the performance or enforcement of any Receivable; (h) the compliance by the Depositor Seller or the Servicer with 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; (i) any investment of monies by the Servicer or any loss resulting therefrom (other than monies invested in obligations of the Trustee in its individual capacity) (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); (j) the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an (k) any action of the Servicer taken in the name of the Trustee; or (l) 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 bad faith, negligence or willful misconduct, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, capacity and the Trustee shall not have any personal obligation, liability, 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 Depositor 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 Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee's execution of, and, if no Authenticating Agent other than Trustee has been appointed pursuant to Section 6.12 of this Agreement, the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and, if no Authenticating Agent other than Trustee has been appointed pursuant to Section 6.12 of this Agreement, the certificate of authentication on the Certificates), or of any Receivable or related document, or for the validity of the execution by the Depositor, the Collateral Agent, the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Depositor, the Collateral Agent, the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Depositor, the Collateral Agent, the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Depositor, the Collateral Agent, the Seller or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer, the Seller or the Depositor with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Bank with any representation or warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty representation or representation warranty, 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 Trustee, on behalf of the Trust shall remain responsible for any Trust property Property that it may hold); , the acts or omissions of the Depositor, the Seller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer (provided that such instruction is not in express violation of the terms and provisions of this Agreement); 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to any directions by the Servicer to the Lock-Box Bank, 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 Agreementhereunder, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence existence, contents and contents completeness of any Receivable or any Receivable File 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 Depositor Seller or the Servicer with any warranty or representation made under this Agreement hereunder 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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 Agreementhereunder. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement hereunder or based on the Trustee's negligence or willful misconduct, 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 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 Depositor 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 Depositor or the Servicer in respect of the Receivables. The Seller hereby certifies to the Trustee that the Rating Agency rating the Certificates is Duff & Xxxxxx Credit Rating Co. and that its existing address is as set forth in Section 12.5. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification. It is expressly understood and agreed by the parties hereto that (a) this Agreement and the Certificates are executed and delivered by The Chase Manhattan Bank, not individually or personally but solely as Trustee of the Asta Auto Trust 1997-1, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by The Chase Manhattan Bank, but are made and intended for the purpose of binding only the Trust, and (c) under no circumstances shall The Chase Manhattan Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representations, warranty or covenant made or undertaken by the Trust under this Agreement and the Certificates.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by Seller and Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of Seller or Servicer under this Agreement except as herein set forth; but Trustee may require Seller or Servicer to provide full information and advice as to the performance of the aforesaid covenants, condition and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of Seller or Servicer, except as explicitly set forth in this Agreement. Trustee shall have no liability in connection with compliance of Servicer or Seller with statutory or regulatory requirements to the Receivables. 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 or Trustee. Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders Holders under this Agreement, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; , the existence and enforceability of any physical damage insurancethe Insurance Policies, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy accuracy, of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction, of Servicer (provided that such instruction is not in express violation of the Servicerterms and provisions of this Agreement); provided, however, provided 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on Trustee's breach of a representation and warranty contained in Section 9.14, no recourse shall be had to Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the ; Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder Holder 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with Trustee). Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related documentdocuments. 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 POOLING AND SERVICING AGREEMENT 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 insurance, lender's single interest collateral protection insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer with 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate signature and counter-signature of authentication the Trustee on the Certificates) shall be taken as the statements of the Depositor or the ServicerRFS Holding, as the case may beInc. and RFS Holding, L.L.C., and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or Agreement, of any Related Document, of the Certificates (other than the certificate signature and authentication of authentication the Trustee on the Certificates)) or of the Notes, or of any Receivable or related documentdocuments. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a any security interest created by any Receivable or the maintenance of any such perfection and priority, or for or with respect to the efficacy sufficiency of the Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this Agreement or the Lender under the Funding Agreement, including, without limitation: (a) the existence, condition, location, condition and ownership of any Financed Vehicle; Receivable, (b) the existence and enforceability of any physical damage insuranceinsurance thereon, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; (c) the existence and contents of any Receivable or on any computer or other record thereof; , (d) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; , (e) the completeness of any Receivable; , (f) the performance or enforcement of any Receivable; , and (g) the compliance by the Depositor RFS Holding, Inc. or the Servicer with any warranty or representation made under this Agreement any Related Document 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 action of monies by the Administrator or the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer subservicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by Seller and Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of Servicer under this Agreement except as herein set forth; but Trustee may require Servicer to provide full information and advice as to the performance of the aforesaid covenants, condition and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of Servicer, except as explicitly set forth in this Agreement. Trustee shall have no liability in connection with compliance of 62 Servicer with statutory or regulatory requirements to the Receivables. 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 or Trustee. Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders Holders under this Agreement, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; , the existence and enforceability of any physical damage insurancethe Insurance Policies, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy accuracy, of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction, of Servicer (provided that such instruction is not in express violation of the Servicerterms and provisions of this Agreement); provided, however, provided 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on Trustee's breach of a representation and warranty contained in Section 9.14, no recourse shall be had to Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the ; Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder Holder 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with Trustee). Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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: including (i) the existence, condition, location, location and ownership of any Financed Vehicle; (ii) the review of any Receivable File therefor; (iii) the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; (iv) the existence and contents of any Receivable or any Receivable File or any computer or other record thereof; (v) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; (vi) the completeness of any ReceivableReceivable or any Receivable File; (vii) the performance or enforcement of any Receivable; (viii) the compliance by the Depositor Seller or the Servicer with 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; (ix) any investment of monies by the Servicer or any loss resulting therefrom (other than monies invested in obligations of the Trustee in its individual capacity) (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); (x) the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an (xi) any action of the Servicer taken in the name of the Trustee; or (xii) any action by the Trustee taken at the instruction of the Servicer; providedPROVIDED, howeverHOWEVER, 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 bad faith, negligence or willful misconduct, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, capacity and the Trustee shall not have any personal obligation, liability, 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 Depositor 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 Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication on 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 the Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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 the Agreement, including, including without limitation: , the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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 Depositor Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any warranty or representation made under this the 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 for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an or 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 the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this the 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 the Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, 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 the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or 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 Commission filing for the Trust or to record this Agreement.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate signature and counter-signature of authentication the Trustee on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may beCEF Holding, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or Agreement, of any Related Document, of the Certificates (other than the certificate signature and countersignature, if any, of authentication the Trustee on the Certificates)) or of the Notes, or of any Receivable or related documentdocuments. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a any security interest created by any Receivable in any of the Equipment or the maintenance of any such perfection and priority, or for or with respect to the efficacy sufficiency of the Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this AgreementAgreement or the Noteholders under the Indenture, including, without limitation: (a) the existence, condition, location, condition and ownership of any Financed Vehicle; Equipment, (b) the existence and enforceability of any physical damage insuranceinsurance thereon, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; (c) the existence and contents of any Receivable or on any computer or other record thereof; , (d) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; , (e) the completeness of any Receivable; , (f) the performance or enforcement of any Receivable; , and (g) the compliance by the Depositor CEF Holding or the Servicer with any warranty or representation made under this Agreement any Related Document or in any related document and or 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 action of monies by the Administrator, the Indenture Trustee or the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer subservicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate execution of authentication on the Certificates), ) or of any Receivable or related documentRelated Document, except to the extent otherwise expressly provided herein. The Trustee shall at no time (except during such time, if any, as it is acting as successor Master Servicer) have any responsibility or liability for or with respect to the legality, validity, 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 efficiency 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, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any computer or other record thereof; thereof (it being understood that the validity of Trustee has not reviewed and does not intend to review such matters, the assignment of any Receivable to sole responsibility for such review being vested in the Trust or of any intervening assignmentSeller and the Master Servicer as applicable); the completeness of any Receivable; the receipt by the Master Servicer of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor Seller and the Master Servicer with any covenant or the breach by the Seller and the Master Servicer with of any warranty or representation made under this Agreement or in any related document 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 or at the direction of the Master Servicer or any loss resulting therefrom (it being understood understood, however, that the Trustee shall remain responsible for any Trust property Property that it may holdhold directly); the acts or omissions of the DepositorSeller, the Servicer, Master Servicer or any Obligor; an any action of the Master Servicer taken in the name of the Trustee; the accuracy, content or completeness of any offering documents used in connection with the sale of the Certificates or any action by the Trustee taken at the instruction of the Master Servicer, the Seller or the Certificateholders holding the requisite percentage of Certificates; providedPROVIDED, howeverHOWEVER, 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 , whether as Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct, 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 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 AgreementBackup Servicer. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or the Master Servicer in respect of the ReceivablesReceivables prior to the time such funds are deposited in the Collection Account.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor Seller or the Servicer with 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 other than investments in obligations of or guaranteed by the Trustee (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; providedPROVIDED, howeverHOWEVER, 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, 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 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 Depositor 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 Depositor Seller or the Servicer in respect of the Receivables. The Trustee shall not be responsible for any statement in any document prepared, executed or delivered in connection with the sale and issuance of the Certificates other than any such document prepared, executed or delivered by the Trustee in connection therewith on the Closing Date.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. 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 on, the Certificates), or of any Receivable or related documentdocuments. 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, 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, including without limitation: , the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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 Depositor Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any representation or warranty or representation made under this Agreement or in any related document and the accuracy of any such representation or 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 the Seller or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an any action of the Servicer taken in the name of or as the agent of the Trustee; or 101 108 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 misconductmisconduct or bad faith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, 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 Depositor 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 Depositor Servicer or the Servicer any subservicer 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.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. 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 on, the Certificates), or of any Receivable or related documentdocuments. 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, 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, including without limitation: , the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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 Depositor Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any representation or warranty or representation made under this Agreement or in any related document and the accuracy of any such representation or 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 the Seller or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an any action of the Servicer taken in the name of or as the agent of the Trustee; or 100 102 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 misconductmisconduct or bad faith, no recourse shall be had for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, 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 Depositor 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 Depositor Servicer or the Servicer any subservicer 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.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Seller or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Seller with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an , any action of the Servicer taken in the name of the Trustee; Trustee or any action by the Trustee taken at the instruction of the ServicerServicer (provided that such instruction is not in express violation of the terms and provisions of this Agreement); 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, ; the Trustee shall not have any personal obligation, liability, 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insuranceinsurance thereon; except as required by Section 2.8, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable File 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; except as required by Section 2.8, the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer with 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 or at the direction of the Servicer or the [Credit Enhancer] or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Assets or Transaction Account Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor 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 Depositor or the Servicer in respect of the Receivables. The Seller hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are [ ] and [the Rating Agency rating the Class B Certificates is [ ]] and that their addresses are as set forth in Section 12.5. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate execution of authentication on the Certificates), ) or of any Receivable or related documentRelated Document, except to the extent otherwise expressly provided herein. The Trustee and the Backup Servicer shall at no time (except during such time, if any, as it is acting as successor Servicer) have any responsibility or liability for or with respect to the legality, validity, 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 efficiency 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, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any computer or other record thereof; thereof (it being understood that the validity of Trustee has not reviewed and does not intend to review such matters, the assignment of any Receivable to sole responsibility for such review being vested in the Trust or of any intervening assignmentServicer); the completeness of any Receivable; the receipt by the Servicer of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or and the Servicer with any covenant or the breach by the Depositor and 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood understood, however, that the Trustee shall remain responsible for any Trust property Property that it may holdhold directly); the acts or omissions of the Depositor, the Servicer, Servicer or any Obligor; an any action of the Servicer taken in the name of the Trustee; the accuracy, content or completeness of any offering documents used in connection with the sale of the Certificates or any action by the Trustee taken at the instruction of the Servicer, the Depositor, the Certificate Insurer or the Certificateholders holding the requisite percentage of Certificates; providedPROVIDED, howeverHOWEVER, 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 , whether as Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct, 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 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 AgreementBackup Servicer. The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such funds are deposited in the Collection Account.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the 57 Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than Trustee’s execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by Seller and Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of Servicer under this Agreement except as herein set forth; but Trustee may require Servicer to provide full information and advice as to the performance of the aforesaid covenants, condition and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of Servicer, except as explicitly set forth in this Agreement. Trustee shall have no liability in connection with compliance of Servicer with statutory or regulatory requirements to the Receivables. 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 or Trustee. Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders Holders under this Agreement, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; , the existence and enforceability of any physical damage insurancethe Insurance Policies, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy accuracy, of any such warranty or representation representation, prior to the Trustee's ’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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction, of Servicer (provided that such instruction is not in express violation of the Servicerterms and provisions of this Agreement); provided, however, provided 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's negligence or ’s willful misconduct, negligence, or bad faith, or based on Trustee’s breach of a representation and warranty contained in Section 9.14, no recourse shall be had to Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the ; Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder Holder 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is 58 maintained with Trustee). Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 106 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 insuranceinsurance thereon; except as required by Section 2.7, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable Files 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; except as required by Section 2.7, the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with 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 actual knowledge by a Responsible Officer of any noncompliance therewith or any breach thereof; any investment of monies by or at the direction of the Servicer or the Certificate Insurer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an any action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; providedPROVIDED, howeverHOWEVER, 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables. The Depositor hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are Standard & Poor's and Xxxxx'x and the rating agency rating the Class B Certificates is Xxxxx'x and that their addresses are as set forth in Section 11.5. The Trustee may rely on the accuracy of such certification until it receives from the Depositor an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to any offering materials used in connection with the sale of the Certificates, the legality, validity, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust, the representations, warranties and covenants of the Trust or its ability to generate the payments to be distributed to Certificateholders under this the Agreement, including, without limitation: the existence, condition, location, condition and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; 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 Depositor Seller or the Servicer with any covenant, warranty or representation made under this the Agreement or in any related document and the accuracy of any such covenant, 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation under any circumstance to perform any of the duties of the Seller or of the Servicer except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Seller with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for 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 insuranceInsurance Policy, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made by it under this Agreement or in any related document and the accuracy of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer in the absence of bad faith on the part of the Trustee or manifest error in such instruction; 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 (whether in its capacity as Trustee or as successor servicer) or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.15, no recourse shall be had to the Trustee (whether in its individual capacity or as a Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Certificate Account (whether or not the Certificate Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insuranceinsurance thereon; except as required by Section 2.8, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable File 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; except as required by Section 2.8, the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer with 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 or at the direction of the Servicer or the Certificate Insurer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor 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 Depositor or the Servicer in respect of the Receivables. The Seller hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are Standard & Poor's and Moody's and the rating agency rating the Class B Certificates is Standard & Poor's and that their addresses are as set forth in Section 12.5. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 the Agreement, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; the review of any Receivable File therefor; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any Receivable File 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 ReceivableReceivable or any Receivable File; the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer with any warranty or representation made under this the 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 for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an action of the Servicer taken in the name 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 the Agreement. Except with respect to a claim based on the failure fail- ure of the Trustee to perform its duties under this the Agreement or based on the Trustee's negligence or willful misconduct, no recourse shall be had for any claim based on any provision of this the Agreement, the Certificates, or any Receivable or assignment thereof against the 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 the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or the Servicer in respect of the Receivables. Any obligation of the Trustee to give any notice or statement to any rating agency hereunder shall constitute only a best efforts obligation and such notice or statement shall be so provided only as a matter of courtesy and accommodation, the Trustee having no liability to any rating agency or any other Person for any failure to so provide such notice or statement. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lendertheft insurance, vendor's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor Seller or the Servicer with 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 other than investments in obligations of or guaranteed by the Trustee (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; providedPROVIDED, howeverHOWEVER, 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, 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 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 Depositor 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 Depositor Seller or the Servicer in respect of the Receivables. The Trustee shall not be responsible for any statement in any document prepared, executed or delivered in connection with the sale and issuance of the Certificates other than any such document prepared, executed or delivered by the Trustee in connection therewith on the Closing Date.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to any directions by the Servicer to the Lock-Box Bank, 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 Agreementhereunder, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence existence, contents and contents completeness of any Receivable or any Receivable File 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 Depositor Seller or the Servicer with any warranty or representation made under this Agreement hereunder 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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 Agreementhereunder. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement hereunder or based on the Trustee's negligence or willful misconduct, 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 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 Depositor 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 Depositor or the Servicer in respect of the Receivables. The Seller hereby certifies to the Trustee that the Rating Agency rating the Certificates is Duff & Pxxxxx Credit Rating Co. and that its existing address is as set forth in Section 12.5. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification. It is expressly understood and agreed by the parties hereto that (a) this Agreement and the Certificates are executed and delivered by Hxxxxx Trust and Savings Bank, not individually or personally but solely as Trustee of the Asta Auto Trust 1996-1, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by Hxxxxx Trust and Savings Bank, but are made and intended for the purpose of binding only the Trust, and (c) under no circumstances shall Hxxxxx Trust and Savings Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representations, warranty or covenant made or undertaken by the Trust under this Agreement and the Certificates.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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 the Agreement, including, without limitation: including (i) the existence, condition, location, location and ownership of any Financed Vehicle; (ii) the review of any Receivable File therefor; (iii) the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; (iv) the existence and contents of any Receivable or any Receivable File or any computer or other record thereof; (v) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; (vi) the completeness of any ReceivableReceivable or any Receivable File; (vii) the performance or enforcement of any Receivable; (viii) the compliance by the Depositor Seller or the Servicer with any warranty or representation made under this the 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; (ix) any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); (x) the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an (xi) any action of the Servicer taken in the name of the Trustee; or (xii) 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 the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this the Agreement or based on the Trustee's negligence or willful misconduct, no recourse shall be had for any claim based on any provision of this the Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, capacity and the Trustee shall not have any personal obligation, liability, 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 the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or the Servicer in respect of the Receivables. Any obligation of the Trustee to give any notice or statement to any rating agency hereunder shall constitute only a best efforts obligation and such notice or statement shall be so provided only as a matter of courtesy and accommodation, the Trustee having no liability to any rating agency or any other Person for any failure to so provide such notice or statement.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate execution of authentication on the Certificates), ) or of any Receivable or related documentRelated Document, except to the extent otherwise expressly provided herein. The Trustee shall at no time (except during such time, if any, as it is acting as successor Servicer) have any responsibility or liability for or with respect to the legality, validity, 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 efficiency 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, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any computer or other record thereof; thereof (it being understood that the validity of Trustee has not reviewed and does not intend to review such matters, the assignment of any Receivable to sole responsibility for such review being vested in the Trust or of any intervening assignmentSeller and the Servicer as applicable); the completeness of any Receivable; the receipt by the Servicer of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or Seller and the Servicer with any covenant or the breach by the Seller and the Servicer of any warranty or representation made under this Agreement or in any related document 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood understood, however, that the Trustee shall remain responsible for any Trust property Property that it may holdhold directly); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an any action of the Servicer taken in the name of the Trustee; the accuracy, content or completeness of any offering documents used in connection with the sale of the Certificates or any action by the Trustee taken at the instruction of the Servicer, the Seller, the Security Insurer or the Certificateholders holding the requisite percentage of Certificates; 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 , whether as Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct, 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 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 AgreementBackup Servicer. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such funds are deposited in the Collection Account.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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 the Agreement, including, without limitation: including (i) the existence, condition, location, location and ownership of any Financed Vehicle; (ii) the review of any Receivable File therefor; (iii) the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; (iv) the existence and contents of any Receivable or any Receivable File or any computer or other record thereof; (v) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; (vi) the completeness of any ReceivableReceivable or any Receivable File; (vii) the performance or enforcement of any Receivable; (viii) the compliance by the Depositor Seller or the Servicer with any warranty or representation made under this the 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; (ix) any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); (x) the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an (xi) any action of the Servicer taken in the name of the Trustee; or (xii) 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 the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this the Agreement or based on the Trustee's negligence or willful misconduct, no recourse shall be had for any claim based on any provision of this the Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, capacity and the Trustee shall not have any personal obligation, liability, 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 the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or the Servicer in respect of the Receivables. Any obligation of the Trustee to give any notice or statement to any rating agency hereunder shall constitute only a best efforts obligation and such notice or statement shall be so provided only as a matter of courtesy and accommodation, the Trustee having no liability to any rating agency or any other Person for any failure to so provide such notice or statement.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication on 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 the Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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 the Agreement, including, including without limitation: , the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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 Depositor Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any warranty or representation made under this the 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 for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an 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 the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this the 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 the Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, 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 the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or 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 Commission filing for the Trust or to record this Agreement.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer with 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.the

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insuranceinsurance thereon; except as required by Section 2.7, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable Files 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; except as required by Section 2.7, the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with 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 actual knowledge by a Responsible Officer of any noncompliance therewith or any breach thereof; any investment of monies by or at the direction of the Servicer [or the Certificate Insurer] or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables. The Depositor hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are Standard & Poor's and Moody's and that their addresses are as set forth in Section 11.5. The Trustee may rely on the accuracy of such certification until it receives from the Depositor an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate execution and authentication of authentication on the Certificates), ) or of any Receivable or related document, except to the extent otherwise expressly provided herein. The Trustee shall at no time (except during such time, if any, as it is acting as successor Servicer) have any responsibility or liability for or with respect to the legality, validity, 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 efficiency 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, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any computer or other record thereof; thereof (it being understood that the validity of Trustee has not reviewed and does not intend to review such matters, the assignment of any Receivable to sole responsibility for such review being vested in the Trust or of any intervening assignmentSeller and the Servicer as applicable); the completeness of any Receivable; the receipt by the Servicer of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or Seller and the Servicer with any covenant or the breach by the Seller and 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood understood, however, that the Trustee shall remain responsible for any Trust property Property that it may holdhold directly); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name of the Trustee; the accuracy, content or completeness of any offering documents used in connection with the sale of the Certificates or any action by the Trustee taken at the instruction of the Servicer, the Seller or the Certificateholders holding the requisite percentage of Certificates; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this AgreementAgreement in accordance with the standard of care set forth in Section 9.1 hereof, whether as Trustee or as successor Servicer. Except with respect to a claim based on It is expressly understood and agreed by the parties hereto that (a) this Agreement and the Certificates are executed and delivered by [ ], not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, and (b) under no circumstances shall [ ] be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trustee to perform its duties Trust under this Agreement or based on the Trustee's negligence or willful misconduct, no recourse shall be had for any claim based on any provision of this Agreement, and the Certificates, or any Receivable or assignment thereof against the 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 Depositor 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 Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such funds are deposited in the Collection Account.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation under any circumstance to perform any of the duties of the Seller or of the Servicer except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Seller with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for 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 insuranceInsurance Policy, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made by it under this Agreement or in any related document and the accuracy of any such warranty or representation 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 for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer (provided that such instruction is not in express violation of the terms and provisions of this Agreement); 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 (whether in its capacity as Trustee or as successor servicer) or based on the Trustee's negligence or willful misconduct, negligence, or bad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.15, no recourse shall be had to the Trustee (whether in its individual capacity or as a Trustee) for any claim based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Certificate Account (whether or not the Certificate Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate Trustee's execution of, and the authentication of authentication on the Certificates), or of any Receivable or related document, or for the validity of the execution by the Depositor, the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Depositor, the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Depositor, the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Depositor, the Seller or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer, the Seller or the Depositor with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any representation or warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty representation or representation warranty, 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 Trustee, on behalf of the Trust shall remain responsible for any Trust property Property that it may hold); , the acts or omissions of the Depositor, the Seller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer (PROVIDED that such instruction is not in express violation of the terms and provisions of this Agreement); providedPROVIDED, howeverHOWEVER, 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate Trustee's execution of, and the authentication of authentication on the Certificates), or of any Receivable or related document, or for the validity of the execution by the Depositor, the Sponsor and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Depositor, the Sponsor or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Depositor or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Depositor, the Sponsor or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Depositor with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Sponsor with any representation or warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty representation or representation warranty, 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 Trustee, on behalf of the Trust shall remain responsible for any Trust property Property that it may hold); , the acts or omissions of the Depositor, the Sponsor, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer (PROVIDED that such instruction is not in express violation of the terms and provisions of this Agreement); providedPROVIDED, howeverHOWEVER, 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insurance, lendertheft insurance, vendor's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor Seller or the Servicer with 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 other than investments in obligations of or guaranteed by the Trustee (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor 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 Depositor Seller or the Servicer in respect of the Receivables. The Trustee shall not be responsible for any statement in any document prepared, executed or delivered in connection with the sale and issuance of the Certificates other than any such document prepared, executed or delivered by the Trustee in connection therewith on the Closing Date.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to any directions by the Servicer to the Lock-Box Bank, 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 Agreementhereunder, including, without limitation: the existence, condition, location, and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence existence, contents and contents completeness of any Receivable or any Receivable File 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 Depositor Seller or the Servicer with any warranty or representation made under this Agreement hereunder 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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 Agreementhereunder. Except with respect to a claim based on the failure of the Trustee to perform its duties under this Agreement hereunder or based on the Trustee's negligence or willful misconduct, 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 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 Depositor 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 Depositor or the Servicer in respect of the Receivables.the

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee's execution of, and, if no Authenticating Agent other than Trustee has been appointed pursuant to Section 6.12 of this Agreement, the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and, if no Authenticating Agent other than Trustee has been appointed pursuant to Section 6.12 of this Agreement, the certificate of authentication on the Certificates), or of any Receivable or related document, or for the validity of the execution by the Depositor, the Collateral Agent, the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Depositor, the Collateral Agent, the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Depositor, the Collateral Agent, the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Depositor, the Collateral Agent, the Seller or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer, the Seller or the Depositor with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Bank with any representation or warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty representation or representation warranty, prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; , any investment of monies by -69- 76 the Servicer or any loss resulting therefrom (it being understood that the Trustee Trustee, on behalf of the Trust shall remain responsible for any Trust property Property that it may hold); , the acts or omissions of the Depositor, the Seller, the Servicer, or any Obligor; an , any action of the Servicer taken in the name of the Trustee; , or any action by the Trustee taken at the instruction of the ServicerServicer (provided that such instruction is not in express violation of the terms and provisions of this Agreement); 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee's execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Seller or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Seller with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation 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 Trustee, on behalf of the Trust, shall remain responsible for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an , any action of the Servicer taken in the name of the Trustee; Trustee or any action by the Trustee taken at the instruction of the ServicerServicer (provided that such instruction is not in express violation of the terms and provisions of this Agreement); 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, ; the Trustee shall not have any personal obligation, liability, 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insuranceinsurance thereon; except as required by Section 2.8, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable File 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; except as required by Section 2.8, the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with 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 or at the direction of the Servicer or the Certificate Insurer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Assets or Transaction Account Property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables. The Depositor hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are Standard & Poor's and Moody's and the rating agency rating the Class B Certificates is Standard & Poor's and that their addresses are as set forth in Section 12.5. The Trustee may rely on the accuracy of such certification until it receives from the Depositor an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, or the certificate of authentication on 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 the Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, 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 the Agreement, including, including without limitation: , the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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 Depositor Seller or the Servicer with any covenant or the breach by the Seller or the Servicer of any warranty or representation made under this the 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 for any Trust property that it may holdhold to the extent provided for herein); the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an 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 the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under this the 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 the Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the institution serving as Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, 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 the Agreement. The Trustee shall not be accountable for the use or application by the Depositor 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 Depositor or 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 Commission filing for the Trust or to record this Agreement.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 insuranceinsurance thereon; except as required by Section 2.8, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable File 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; except as required by Section 2.8, the performance or enforcement of any Receivable; the compliance by the Depositor Seller or the Servicer with 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 or at the direction of the Servicer or the [Credit Enhancer] or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the DepositorSeller, the Servicer, or any Obligor; an any action of the Servicer taken in the name 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, 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 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 Depositor 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 Depositor or the Servicer in respect of the Receivables. The Seller hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are [ ] and that their addresses are as set forth in Section 12.5. The Trustee may rely on the accuracy of such certification until it receives from the Seller an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate execution of authentication on the Certificates), ) or of any Receivable or related documentRelated Document, except to the extent otherwise expressly provided herein. The Trustee and the Backup Servicer shall at no time (except during such time, if any, as it is acting as successor Servicer) have any responsibility or liability for or with respect to the legality, validity, 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 efficiency 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, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or any computer or other record thereof; thereof (it being understood that the validity of Trustee has not reviewed and does not intend to review such matters, the assignment of any Receivable to sole responsibility for such review being vested in the Trust or of any intervening assignmentServicer); the completeness of any Receivable; the receipt by the Servicer of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or and the Servicer with any covenant or the breach by the Depositor and 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 or at the direction of the Servicer or any loss resulting therefrom (it being understood understood, however, that the Trustee shall remain responsible for any Trust property Property that it may holdhold directly); the acts or omissions of the Depositor, the Servicer, Servicer or any Obligor; an any action of the Servicer taken in the name of the Trustee; the accuracy, content or completeness of any offering documents used in connection with the sale of the Certificates or any action by the Trustee taken at the instruction of the Servicer, the Depositor, the Certificate Insurer or the Certificateholders holding the requisite percentage of Certificates; 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 , whether as Trustee to perform its duties under this Agreement or based on the Trustee's negligence or willful misconduct, 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 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 AgreementBackup Servicer. The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such funds are deposited in the Collection Account.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein in this Agreement and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than execution by the certificate Trustee on behalf of the Trust of, or the authentication on 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 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, ; the filing of any financing or for continuation statement in any public office; the preparation or filing of-any report or statement with respect to the Securities and Exchange Commission; 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 theft and physical damage insurance, lender's single interest insurance, insurance or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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; any claim or default asserted against a Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to (except after the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereofthereof or as otherwise provided herein); the satisfaction of any conditions relating to the Receivables; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the ServicerServicer (including in its capacity as custodian hereunder), or any Obligorobligor; an action of the Servicer taken in the name 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 wilful misconduct, negligence, or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty specified in Section 10.13, no recourse shall be had for any claim or defense based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claimclaim or defense, and any such claim or defense 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 Depositor 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 Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or related document. 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 99 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 insuranceinsurance thereon; except as required by Section 2.7, lender's single interest insurancethe existence, or credit life or disability contents and hospitalization insurance with respect to any Receivable; the existence and contents completeness of any Receivable or any Receivable Files 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; except as required by Section 2.7, the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with 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 actual knowledge by a Responsible Officer of any noncompliance therewith or any breach thereof; any investment of monies by or at the direction of the Servicer or the Certificate Insurer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property Property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an any action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; providedPROVIDED, howeverHOWEVER, 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables. The Depositor hereby certifies to the Trustee that the Rating Agencies rating the Class A Certificates are Standard & Poor's and Moody's and that their addresses are as set forth in Section 11.5. The Trustee may rely on the accuracy of such certification until it receives from the Depositor an Officer's Certificate superseding such certification.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this the Agreement or of the Certificates (other than the certificate of authentication on the Certificates), or of any Receivable or Eligible Investment Receivable or related document. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity, validity and enforceability of any security interest in any Financed Vehicle Receivable or any Eligible Investment Receivable, or the perfection and priority of such a any security interest created by any Receivable or Eligible Investment Receivable in any Financed Vehicle 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 the Agreement, including, without limitation: the existence, condition, location, condition and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivablethereon; the existence and contents of any Receivable or Eligible Investment Receivable or any computer or other record thereof; the validity of the assignment of any Receivable or Eligible Investment Receivable to the Trust or of any intervening assignment; the completeness of any Receivable or Eligible Investment Receivable; the performance or enforcement of any Receivable or Eligible Investment Receivable; the compliance by the Depositor Seller or the Servicer with any warranty or representation made under this the 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 for any Trust property that it may hold); the acts or omissions of the Depositor, the Servicer, or any Obligor; an action of the Servicer taken in the name 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, 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 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 Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.

Trustee Not Liable for Certificates or Receivables. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the Trustee’s execution of, and the certificate of authentication on on, the Certificates) shall be taken ). Except as the statements of the Depositor or the Servicerexpressly provided herein, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the Trustee’s execution of, and the certificate of authentication on on, the Certificates), or of any Receivable or related document, or for the validity of the execution by the Seller and the Servicer of this Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Property hereunder, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Seller or the Servicer under this Agreement except as herein set forth; but the Trustee may require the Seller or the Servicer to provide full information and advice as to the performance of the aforesaid covenants, conditions and agreements. The Trustee (solely in its capacity as such) shall have no obligation to perform any of the duties of the Seller or the Servicer, except as explicitly set forth in this Agreement. The Trustee shall have no liability in connection with compliance of the Servicer or the Seller with statutory or regulatory requirements related to the Receivables. The 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 or the Trustee. The Trustee (solely in its capacity as such) shall at no time have any responsibility or liability for for, or with respect to to, the legality, validity, and validity or enforceability of any security interest in any Financed Vehicle or (prior to the time, if any, that the Servicer is terminated as custodian hereunder) 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 funds sufficient to provide for the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition, location, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage insurance, lender's single interest insurance, or credit life or disability and hospitalization insurance with respect to any Receivable; 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 Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation representation, prior to the Trustee's ’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 Trustee, on behalf of the Trust, shall remain responsible for any Trust property Property that it may hold); , the acts or omissions of the DepositorSeller, the Servicer, Servicer or any Obligor; an , any action of the Servicer taken in the name of the Trustee; Trustee or any action by the Trustee taken at the instruction of the ServicerServicer (provided that such instruction is not in express violation of the terms and provisions of this Agreement); 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 (whether in its capacity as Trustee or as successor Servicer) or based on the Trustee's ’s willful misfeasance, negligence or willful misconductbad faith, or based on the Trustee’s breach of a representation and warranty contained in Section 10.14, no recourse shall be had to the Trustee (whether in its individual capacity or as Trustee) for any claim based on any provision of this Agreement, the Certificates, Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity, ; the Trustee shall not have any personal obligation, liability, 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 Depositor of any of the Certificates or Seller of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the ReceivablesReceivables prior to the time such amounts are deposited in the Collection Account (whether or not the Collection Account is maintained with the Trustee). The Trustee shall have no liability for any losses from the investment or reinvestment in Eligible Investments made in accordance with Section 4.1.

Trustee Not Liable for Certificates or Receivables. The recitals contained herein in this Agreement and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor Seller or the Servicer, as the case may be, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than execution by the certificate Trustee on behalf of the Trust of, or the authentication on 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 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, ; the filing of any financing or for continuation statement in any public office; the preparation or filing of any report or statement with respect to the Securities and Exchange Commission; 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 theft and physical damage insurance, lender's single interest insurance, insurance or credit life or credit disability and hospitalization insurance with respect to any Receivableinsurance; 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; any claim or default asserted against a Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer Seller with any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to (except after the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereofthereof or as otherwise provided herein); the satisfaction of any conditions relating to the Receivables; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the DepositorSeller, the ServicerServicer (including in its capacity as custodian hereunder), or any Obligor; an action of the Servicer taken in the name 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 wilful misconduct, negligence, or willful misconductbad faith, or based on the Trustee's breach of a representation and warranty specified in Section 10.13, no recourse shall be had for any claim or defense based on any provision of this Agreement, the Certificates, or any Receivable or assignment thereof against the Trustee in its individual capacity, the . The Trustee shall not have any personal obligation, liability, or duty whatsoever to any Certificateholder or any other Person with respect to any such claimclaim or defense, and any such claim or defense 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 Depositor Seller of any of the Certificates or of the proceeds of such 76 Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Receivables.