Common use of Certain Matters Affecting the Collateral Agent Clause in Contracts

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel or written advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of CounselCounsel or advice of such counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer Servicer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note InsurerServicer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%Controlling Party; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity reasonably satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act;; and (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel or written advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of CounselCounsel or advice of such counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Certificate Insurer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note Certificate Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Certificate Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%the Majority Certificateholders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity reasonably satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act;; and (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel or written advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of CounselCounsel or advice of such counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Certificate Insurer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note Certificate Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;; 110 (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Certificate Insurer or Holders the majority of Class A Notes evidencing Percentage Interests aggregating not less than 25%Certificate Holders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity reasonably satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 11.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note InsurerNoteholders, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default or an Amortization Event (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default or an Amortization Event and after the curing of all Events of Default and Amortization Events which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer Purchaser or Holders of Class A Secured Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of CounselCounsel or such advice of counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%the Majority Noteholders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity reasonably satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 11.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note InsurerNoteholders, as applicable, shall have offered to the Indenture Trustee Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default or an Amortization Event (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer Purchaser or Holders of Class A Secured Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its gross negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; (h) the Collateral Agent shall not be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (i) anything in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 9.01 hereof7.1: (a) the The Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) Any request or direction of any Lenders, the Borrower, or the Servicer mentioned herein shall be in writing; (c) Whenever in the performance of its duties hereunder the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or Opinion of Counsel; Diamond - Collateral and Servicing Agreement #39303843 (d) The Collateral Agent may consult with counsel and any Opinion the advice or opinion of Counsel such counsel shall be full and complete deemed authorization and protection in respect of any action taken or suffered taken, suffered, or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreementreliance thereon; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%Administrative Agent; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity satisfactory to it against such cost, expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid reimbursed by the Servicer upon demand from (and to the Servicer's own fundsextent not so paid, reimbursed as an expense in accordance with Section 3.4 or 6.6 hereof); (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the The Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian (which may be Affiliates of the Collateral Agent) and the Collateral Agent shall not be liable for any acts or omissions of such agents, attorneys or custodians appointed with due care by it hereunder; (g) Delivery of any reports, information and documents to the Collateral Agent provided for herein is for informational purposes only (unless otherwise expressly stated) and the Collateral Agent’s receipt of such or otherwise publicly-available information shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Servicer’s or the Borrower’s compliance with any of its representations, warranties or covenants hereunder (as to which the Collateral Agent is entitled to rely exclusively on Officers’ Certificates); (h) The Collateral Agent shall not be imputed with any knowledge of, or information possessed or obtained by, the Paying Agent, the Back-up Servicer or the Custodian, or any affiliate, line of business, or other division of Xxxxx Fargo and vice versa; (i) In no event shall the Collateral Agent or its officers, directors, employees and other agents be held liable for any special, direct, indirect or consequential damages (including lost profits) resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith, even if advised of the possibility of such damages; (j) The Administrative Agent and each Lender, by joining the Loan Agreement, represents that it has, independently and without reliance upon the Collateral Agent or any other person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Loan Agreement. The Administrative Agent and each Lender also represents that it will, independently and without reliance upon the Collateral Agent or any other person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action, and its right and protections, under this Agreement and in connection with the Loan Agreement. Except for notices, reports and other Diamond - Collateral and Servicing Agreement #39303843 documents expressly required to be furnished to the Administrative Agent and the Lenders by the Collateral Agent under this Agreement, the Collateral Agent shall not have any duty or responsibility to provide the Administrative Agent or any Lender with any other information concerning the transactions contemplated hereby, the Collateral, the Borrower, the Servicer, or any other parties to the Agreement or to any related documents which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, representatives or attorneys-in-fact; (k) Nothing herein shall be construed to impose an obligation on the part of the Collateral Agent to recalculate, evaluate, verify or independently determine the accuracy of any report, certificate or other information received from the Borrower, the Servicer or any other Person and the Collateral Agent shall not be responsible for the content or accuracy of any document provided to the Collateral Agent; (l) Before the Collateral Agent acts or refrains from taking any action under this Agreement, it may require an officer’s certificate and/or an opinion of counsel from the party requesting that the Collateral Agent act or refrain from acting in form and substance acceptable to the Collateral Agent, the costs of which (including the reasonable attorney’s fees and expenses) shall be paid by the party requesting that the Collateral Agent act or refrain from acting. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such officer’s certificates and/or opinions of counsel; (m) The Collateral Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, governmental or regulatory actions, fire, communication line failures, computer viruses, power failures or earthquakes (each a "Force Majeure Event"); (n) Notwithstanding anything to the contrary in this Agreement, the Collateral Agent shall not be required to take any action that is not in accordance with applicable law; (o) The Collateral Agent shall not be liable for any action or inaction of the Borrower, the Servicer or any other party (or agent thereof) to this Agreement or any related document and may assume compliance by such parties with their obligations under this Agreement or any related agreements, unless a Responsible Officer of the Collateral Agent shall have received written notice to the contrary at the Corporate Trust Office of the Collateral Agent; (p) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement, unless such Lenders shall have offered to the Collateral Agent security, indemnity or prefunding satisfactory to the Collateral Agent, in its sole discretion, against the losses, liabilities, costs, and expenses (including the fees and expenses of the Collateral Agent’s counsel and agents) that might be incurred by the Collateral Agent in compliance with such request, order or direction; and Diamond - Collateral and Servicing Agreement #39303843 (q) Except to the extent otherwise expressly set forth herein, the Paying Agent and the Back-up Servicer shall be entitled to the same rights, benefits, protections and indemnities as the Collateral Agent.

Certain Matters Affecting the Collateral Agent. Except Notwithstanding anything herein to the contrary, the parties hereto agree with respect to JPM, in its capacity as otherwise provided in Section 9.01 hereofthe Collateral Agent, that: (a) It undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and each of the other Transaction Documents to which it is a party. It shall not have any duties or responsibilities except those expressly set forth in this Agreement and each of the other Transaction Documents to which it is a party, nor shall it have any fiduciary obligation to any party thereto. No implied covenant or obligation shall be read into this Agreement or any of the other Transaction Documents against it. Without limiting the foregoing, following the occurrence of an Event of Default (which has not been cured or waived), the Collateral Agent shall exercise the rights and powers vested in the Collateral Agent and as specifically directed by the Administrative Agent and/or Required Lenders, as applicable, pursuant to this Agreement and each of the other Transaction Documents to which it is a party. (b) It shall not be liable for any error of judgment made reasonably and in good faith by one or more of its officers, unless it shall be conclusively determined by the final judgment of a court of competent jurisdiction not subject to appeal or review that it was grossly negligent in ascertaining the pertinent facts or acted with willful misconduct. (c) It, or its officers, directors, employees or agents, shall not be liable with respect to any action taken or omitted to be taken by it reasonably and in good faith in accordance with any direction given or certificate or other document delivered to it under this Agreement. It may in good faith conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it which conform to the requirements of this Agreement. (d) None of the provisions of this Agreement shall require it to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (e) It may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond approval or other paper or document reasonably and in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties;. (bf) Whenever in the Collateral Agent administration of the provisions of this Agreement it shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter may, in the absence of willful misconduct, gross negligence or bad faith on its part, be deemed to be conclusively proved and established by a certificate delivered to it hereunder and such certificate, in the absence of gross negligence, willful misconduct or bad faith on its part, shall be full warrant to it for any action taken, suffered or omitted by it under the provisions of this Agreement. (g) It may consult with counsel and the advice or any Opinion opinion of Counsel counsel selected by it reasonably and in good faith shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder reasonably, in good faith and in accordance with such Opinion advice or opinion of Counsel;counsel. (ch) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent It shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, bond approval or other paper or document. (i) Except as provided expressly hereunder or under the other Transaction Documents to which it is party, unless requested it shall have no obligation to invest and reinvest any cash held in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent any of the costs, expenses or liabilities likely to be incurred by it accounts hereunder in the making absence of such investigation is, in the opinion of the Collateral Agent, not reasonably assured a timely and specific written investment direction (which may include standing instructions) pursuant to the Collateral Agent by the security afforded to it by the terms of this Agreement, . In no event shall it be liable for the Collateral Agent may require reasonable indemnity against such expense selection of investments or for investment losses incurred thereon. It shall have no liability in respect of losses incurred as a condition result of the liquidation of any investment prior to taking any such action. The reasonable expense its stated maturity or the failure of every such examination shall be paid by another party to timely provide a written investment direction pursuant to the Servicer or, if paid by terms of this Agreement or under the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds;other Transaction Documents to which it is party. (fj) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent It may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys, custodians or attorneysnominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed, except as expressly provided in Section 12.13. (k) Any corporation or entity into which it may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which it shall be a party, or any corporation or entity succeeding to its business shall be its successor hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (l) In no event shall it be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) In no event shall it be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents because of circumstances beyond its control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action (other than such action applicable as a result of its own creditworthiness or regulatory status), including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or any other Transaction Documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility, or any other causes beyond its control whether or not of the same class or kind as specified above. (n) The rights, privileges, protections, immunities and benefits given to it under this Agreement are extended to and shall be enforceable by JPM in each of its capacities hereunder and the other Transaction Documents (including but not limited to any future or successor capacities), and each agent, custodian, co-trustee and other Person employed by it to act hereunder. (o) The Collateral Agent shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Collateral Agent obtains actual knowledge of such event or a Responsible Officer of the Collateral Agent receives written notice of such event.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Certificate Insurer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note Certificate Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual Knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;; 105 (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Certificate Insurer or Holders the majority of Class A Notes evidencing Percentage Interests aggregating not less than 25%Certificate Holders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in 105 relation hereto at the request, order or direction of the Note Certificate Insurer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note Certificate Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual Knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Certificate Insurer or Holders the majority of Class A Notes evidencing Percentage Interests aggregating not less than 25%Certificate Holders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 9.01 7.1 hereof: (a) the The Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisalbond, bond debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) Any request or direction of the Noteholder, the Note Issuer, or the Servicer mentioned herein shall be in writing; (c) Whenever in the performance of its duties hereunder the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or an opinion of counsel; (d) The Collateral Agent may consult with counsel, and the advice of such counsel and or any Opinion of Counsel shall be full and complete deemed authorization and protection in respect of any action taken or suffered taken, suffered, or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreementreliance thereon; (e) prior Prior to the occurrence of an Event of Default and or after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%Noteholder; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the reasonable opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Note Purchase Agreement, the Collateral Agent may require reasonable indemnity against such cost, expense or liability as a condition to taking any such actionso proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid reimbursed by the Servicer upon demand from the Servicer's own fundsdemand; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the The Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneysattorneys or a custodian (which may be an Affiliate of the Collateral Agent), and the Collateral Agent shall not be liable for any acts or omissions of such agents, attorneys or custodians appointed with due care by it hereunder; and (g) Delivery of any reports, information and documents to the Collateral Agent provided for herein or any other Transaction Document is for informational purposes only (unless otherwise expressly stated), and the Collateral Agent’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein, including the Servicer’s or Note Issuer’s compliance with any of its representations, warranties or covenants hereunder (as to which the Collateral Agent is entitled to rely exclusively on Officer’s Certificates).

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (af) Neither the Collateral Agent may rely nor any of its directors, officers, agents or employees shall be (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be protected enforceable by, Computershare in acting each of its capacities hereunder and under the other Basic Documents to which it is a party, and each agent, custodian, and any other Person employed to act hereunder and under the other Basic Documents to which it is a party; and in actions under any other Basic Document, the Collateral Agent shall be entitled to all the rights, privileges, protections, immunities and benefits afforded it hereunder; provided, that the foregoing shall not apply to Computershare in its capacity as Backup Servicer. (g) The Collateral Agent shall have no enforcement or refraining from acting upon notification obligations relating to breaches of representations or warranties of any resolutionother Person. (h) The Collateral Agent shall not be liable for, Officer's Certificateor have any duty to supervise or monitor, Opinion of Counselthe default, certificate of auditors misconduct or any other certificateaction or omission of the Borrower, statementthe Servicer or any other party to the Basic Documents (other than Computershare in any of its capacities under the Basic Documents). (i) The Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, instrumentor conditions of, opinionthis Agreement or any other Basic Document, reportor to inspect the properties, notice, request, consent, order, appraisal, bond books or other paper or document believed by it to records of the transaction parties. (j) The Collateral Agent shall not be genuine and deemed to have been signed knowledge of, or presented by the proper party or parties; (b) be required to act, based on any event unless a Responsible Officer of the Collateral Agent may consult with counsel and any Opinion receives written notice or has actual knowledge of Counsel such event. Without limiting the generality of the foregoing, the Collateral Agent shall not be full and complete authorization and protection in respect deemed to have knowledge of any Event of Default, Facility Amortization Event or Servicer Termination Event, or of any default that, with the giving of notice or passage of time, would become an Event of Default, a Facility Amortization Event or a Servicer Termination Event, unless a Responsible Officer of the Collateral Agent has received notice from the Borrower, the Servicer, the Administrative Agent, any Lender or any Agent. The delivery or availability of reports or other documents (including, without limitation, news or other publicly available reports or documents, or any reports or documents delivered to the Collateral Agent pursuant to this Agreement or related agreements or documents) to the Collateral Agent shall not constitute actual or constructive knowledge or notice of information contained in or determinable from those reports or documents, except for such information that this Agreement specifically requires the Collateral Agent to examine in such report or document and to take an action taken with respect thereto. Knowledge or suffered information acquired by (i) Computershare in any of its respective capacities hereunder or omitted under any other Basic Document or other document related to this transaction shall not be imputed to Computershare in any of its other capacities hereunder or under such other documents except to the extent their respective duties are performed by the same group or division within Computershare or otherwise share the same Responsible Officers of Computershare, and vice versa (it being understood that on the Closing Date, the Corporate Trust Services department of Computershare (including, as applicable, any agents or Affiliates utilized thereby) is performing its obligations under each of its capacities hereunder and under the other Basic Documents), and (ii) any Affiliate of Computershare shall not be imputed to Computershare in good faith and any of its respective capacities, provided that the foregoing shall not relieve the Person acting as Backup Servicer, Collateral Agent or Borrower Loan Trustee, as applicable, from its obligations to perform or responsibility for the manner of performance of its duties in accordance with such Opinion of Counsel;a separate capacity under the Basic Documents. (ck) None of the provisions to this Agreement or any other Basic Document or any direction or instruction shall require the Collateral Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Agent shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Agreement or any other Basic Document, or to institute, conduct or defend by any litigation hereunder under this Agreement or otherwise or in relation hereto at the request, order or direction of the Note Insurer to this Agreement or any of other Basic Document unless the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have Collateral Agent has been offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred therein by the Collateral Agent therein or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;. (dl) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any permissive or discretionary act enumerated in this Agreement or any other Basic Document shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its gross negligence or willful misconduct in the performance of such act; (g) . In the event that any provision of this Agreement or any other Basic Document implies or requires that action or forbearance from action be taken by a party but is silent as to which party has the duty to act or refrain from acting, the parties hereto agree that the Collateral Agent may execute shall not be the party required to take the action or refrain from acting. It is understood and agreed that any rights and powers granted to the Collateral Agent under any power of attorney shall not impose any duty or obligation on the Collateral Agent. (m) The Collateral Agent shall not be liable or accountable to any Person with respect to any action taken or omitted to be taken by it in accordance with any instructions, directions or requests provided to it by any Person in accordance with or as contemplated by this Agreement. (n) In no event shall the Collateral Agent be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Collateral Agent has been advised of the trusts likelihood of such loss or powers hereunder or damage and regardless of the form of action. (o) The Collateral Agent may perform any duties hereunder either directly or by or through agents Affiliates, agents, attorneys, custodians or attorneysnominees, and the Collateral Agent shall not be responsible or liable for, or have any duty to supervise or monitor, the actions, misconduct or negligence on the part of any Affiliates, agent, attorney, custodians or nominees appointed with due care by it hereunder or any other Affiliate, agent, custodian or nominee that the Collateral Agent is obligated to appoint hereunder (including the Electronic Vault Provider); provided, that the Collateral Agent shall remain obligated and liable for the performance of its duties hereunder without diminution of such duties and liability by virtue of the appointment of any such Affiliate, agent, attorney, custodian or nominee, and to the same extent and under the same terms and conditions as if the Collateral Agent alone were individually executing or performing such duties; provided, however, that the Collateral Agent shall not be liable for the execution or performance of any such duties of the Collateral Agent by any of the parties (including any successors or assigns) to the Basic Documents. (p) Before the Collateral Agent acts or refrains from acting, it may require and shall be entitled to receive, at the reasonable expense of the Borrower, payable in accordance with and subject to Section 2.08, an Officer’s Certificate of the Borrower and/or an Opinion of Counsel. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. (q) As a condition to the taking, suffering or omitting of any action by it hereunder, the Collateral Agent may consult with counsel and the written or oral advice or opinion of such counsel shall be full and complete authorization and protection from any liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (r) Except as expressly required pursuant to the terms of this Agreement, the Collateral Agent shall not be required to make any initial or periodic examination of any documents or records or the purpose of establishing the presence or absence of defects, the compliance by the Borrower or any other Person (other than the Collateral Agent) with its representations and warranties or for any other purpose except as expressly required pursuant to the terms of this Agreement. (s) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to the corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent under this Agreement and the other Basic Documents, without the execution or filing of any paper or any further act on the part of any of the parties hereto or thereto, anything herein to the contrary notwithstanding. (t) In the event that (i) the Collateral Agent is unsure as to the application or interpretation of any provision of this Agreement or any other Basic Document, (ii) this Agreement or any other Basic Document is silent or is incomplete as to the course of action that the Collateral Agent is required or permitted to take with respect to a particular set of facts, or (iii) more than one methodology can be used to make any determination to be performed by the Collateral Agent hereunder or thereunder, then the Collateral Agent may give written notice to the Administrative Agent requesting written instruction and, to the extent that the Collateral Agent acts or refrains from acting in good faith in accordance with any such written instruction, the Collateral Agent shall not be personally liable to any Person. If the Collateral Agent shall not have received such written instruction within ten (10) calendar days of delivery of notice to the Administrative Agent (or within such shorter period of time as may reasonably be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action, and shall have no liability to any Person for such action or inaction. (u) The Collateral Agent shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement or any other Basic Document other than for the Collateral Agent’s compensation. (v) Computershare (in each of its capacities hereunder or under any other Basic Document) will not have any liability for any determination made by or on behalf of any Person in connection with a Benchmark Transition Event or a Benchmark Replacement. For the avoidance of doubt, Computershare (in each of its capacities hereunder or under any other Basic Document) shall not be under any obligation to (i) monitor, determine or verify the unavailability or cessation of Term SOFR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. Computershare (in each of its capacities hereunder or under any other Basic Document) shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Basic Document as a result of the unavailability of Term SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. Computershare (in each of its capacities hereunder or under any other Basic Document) shall not have any liability for entering into, or the contents of, any Benchmark Replacement Conforming Changes. (w) Notwithstanding anything to the contrary in this Agreement, the Collateral Agent shall not be required to take any action that is not in accordance with Applicable Law.

Certain Matters Affecting the Collateral Agent. Except Notwithstanding anything herein to the contrary, the parties hereto agree with respect to HPS, in its capacity as otherwise provided in Section 9.01 hereofthe Collateral Agent, that: (a) It undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and each of the other Transaction Documents to which it is a party. It shall not have any duties or responsibilities except those expressly set forth in this Agreement and each of the other Transaction Documents to which it is a party, nor shall it have any fiduciary obligation to any party thereto. No implied covenant or obligation shall be read into this Agreement or any of the other Transaction Documents against it. Without limiting the foregoing, following the occurrence of an Event of Default (which has not been cured or waived), the Collateral Agent shall exercise the rights and powers vested in the Collateral Agent and as specifically directed by the Administrative Agent and/or Required Lenders, as applicable, pursuant to this Agreement and each of the other Transaction Documents to which it is a party. (b) It shall not be liable for any error of judgment made reasonably and in good faith by one or more of its officers, unless it shall be conclusively determined by the final judgment of a court of competent jurisdiction not subject to appeal or review that it was grossly negligent in ascertaining the pertinent facts or acted with willful misconduct. (c) It, or its officers, directors, employees or agents, shall not be liable with respect to any action taken or omitted to be taken by it reasonably and in good faith in accordance with any direction given or certificate or other document delivered to it under this Agreement. It may in good faith conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it which conform to the requirements of this Agreement. (d) None of the provisions of this Agreement shall require it to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (e) It may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond approval or other paper or document reasonably and in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties;. (bf) Whenever in the Collateral Agent administration of the provisions of this Agreement it shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter may, in the absence of willful misconduct, gross negligence or bad faith on its part, be deemed to be conclusively proved and established by a certificate delivered to it hereunder and such certificate, in the absence of gross negligence, willful misconduct or bad faith on its part, shall be full warrant to it for any action taken, suffered or omitted by it under the provisions of this Agreement. (g) It may consult with counsel and the advice or any Opinion opinion of Counsel counsel selected by it reasonably and in good faith shall be full and complete authorization and protection in respect |US-DOCS\130674191.18|| of any action taken or suffered or omitted by it hereunder reasonably, in good faith and in accordance with such Opinion advice or opinion of Counsel;counsel. (ch) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent It shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, bond approval or other paper or document. (i) Except as provided expressly hereunder or under the other Transaction Documents to which it is party, unless requested it shall have no obligation to invest and reinvest any cash held in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent any of the costs, expenses or liabilities likely to be incurred by it accounts hereunder in the making absence of such investigation is, in the opinion of the Collateral Agent, not reasonably assured a timely and specific written investment direction (which may include standing instructions) pursuant to the Collateral Agent by the security afforded to it by the terms of this Agreement, . In no event shall it be liable for the Collateral Agent may require reasonable indemnity against such expense selection of investments or for investment losses incurred thereon. It shall have no liability in respect of losses incurred as a condition result of the liquidation of any investment prior to taking any such action. The reasonable expense its stated maturity or the failure of every such examination shall be paid by another party to timely provide a written investment direction pursuant to the Servicer or, if paid by terms of this Agreement or under the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds;other Transaction Documents to which it is party. (fj) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent It may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys, custodians or attorneysnominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed, except as expressly provided in Section 12.13. (k) Any corporation or entity into which it may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which it shall be a party, or any corporation or entity succeeding to its business shall be its successor hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (l) In no event shall it be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) In no event shall it be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents because of circumstances beyond its control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action (other than such action applicable as a result of its own creditworthiness or regulatory status), including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or any other Transaction Documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility, or any other causes beyond its control whether or not of the same class or kind as specified above. (n) The rights, privileges, protections, immunities and benefits given to it under this Agreement are extended to and shall be enforceable by HPS in each of its capacities hereunder and the other Transaction Documents (including but not limited to any future or successor |US-DOCS\130674191.18|| capacities), and each agent, custodian, co-trustee and other Person employed by it to act hereunder. (o) The Collateral Agent shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Collateral Agent obtains actual knowledge of such event or a Responsible Officer of the Collateral Agent receives written notice of such event.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Certificate Insurer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note Certificate Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual Knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Certificate Insurer or Holders the majority of Class A Notes evidencing Percentage Interests aggregating not less than 25%Certificate Holders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof12.1: (a) the Collateral Agent may rely on and shall be protected in acting on, or in refraining from acting upon in accordance with, any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Agreement Agreement, or to institute, conduct or defend by any litigation hereunder or in relation hereto hereto, at the request, order or direction of the Note Insurer or any of the Noteholders, Indenture Trustees or any Credit Enhancer, pursuant to the provisions of this Agreement, unless such Noteholders Holders, such Indenture Trustees or the Note Insurer, as applicable, such Credit Enhancer shall have offered to the Indenture Trustee Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; provided, however, that nothing contained herein shall, however, shall relieve the Collateral Agent of the obligationobligations, upon the occurrence of an Event of any Servicer Default (which has not been cured)) of which a Responsible Officer of the Collateral Agent has knowledge, to exercise such of the rights and powers vested in it by this AgreementAgreement or any Enhancement, and to use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; provided, further, that the Collateral Agent shall have no such obligations in the event that the Servicer fails to cooperate with the Collateral Agent, pursuant to Section 10.1, in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing following the occurrence of a Servicer Default; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; Controlling Party, provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation isshall be, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own fundsso proceeding; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, including co-collateral agents, or attorneysattorneys or a custodian, and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; (g) except as may be required pursuant to subsection 12.1(a), the Collateral Agent shall not be required to make any initial or periodic examination of any documents or records related to the Contracts in the Contract Pool or the related Equipment for the purpose of establishing the presence or absence of defects, the compliance by the Seller with its representations and warranties or for any other purpose; (h) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement or any Supplement shall not be construed as a duty, and the Collateral Agent shall not be answerable for other than its gross negligence or willful misconduct (subject to Section 12.1(d)) in the performance of any such act; (i) the Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Controlling Party; (j) under no circumstances shall the Collateral Agent be liable for indebtedness evidenced by or arising under this Agreement, or any of the Note Documents or Supplements, including the principal of and interest on the Notes; and (k) the Collateral Agent shall not be liable for the default or misconduct of the Seller, the Servicer, the Indenture Trustees or the Issuer Trustee under any of this Agreement, the Indentures, the Note Agreements or the Supplements or otherwise.

Certain Matters Affecting the Collateral Agent. Except Notwithstanding anything herein to the contrary, the parties hereto agree with respect to HPS, in its capacity as otherwise provided in Section 9.01 hereofthe Collateral Agent, that: (a) It undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and each of the other Transaction Documents to which it is a party. It shall not have any duties or responsibilities except those expressly set forth in this Agreement and each of the other Transaction Documents to which it is a party, nor shall it have any fiduciary obligation to any party thereto. No implied covenant or obligation shall be read into this Agreement or any of the other Transaction Documents against it. Without limiting the foregoing, following the occurrence of an Event of Default (which has not been cured or waived), the Collateral Agent shall exercise the rights and powers vested in the Collateral Agent and as specifically directed by the Administrative Agent and/or Required Lenders, as applicable, pursuant to this Agreement and each of the other Transaction Documents to which it is a party. (b) It shall not be liable for any error of judgment made reasonably and in good faith by one or more of its officers, unless it shall be conclusively determined by the final judgment of a court of competent jurisdiction not subject to appeal or review that it was grossly negligent in ascertaining the pertinent facts or acted with willful misconduct. (c) It, or its officers, directors, employees or agents, shall not be liable with respect to any action taken or omitted to be taken by it reasonably and in good faith in accordance with any direction given or certificate or other document delivered to it under this Agreement. It may in good faith conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it which conform to the requirements of this Agreement. (d) None of the provisions of this Agreement shall require it to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (e) It may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond approval or other paper or document reasonably and in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties;. (bf) Whenever in the Collateral Agent administration of the provisions of this Agreement it shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter may, in the absence of willful misconduct, gross negligence or bad faith on its part, be deemed to be conclusively proved and established by a certificate delivered to it hereunder and such certificate, in the absence of gross negligence, willful misconduct or bad faith on its part, shall be full warrant to it for any action taken, suffered or omitted by it under the provisions of this Agreement. (g) It may consult with counsel and the advice or any Opinion opinion of Counsel counsel selected by it reasonably and in good faith shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder reasonably, in good faith and in accordance with such Opinion advice or opinion of Counsel;counsel. (ch) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent It shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, bond approval or other paper or document. (i) Except as provided expressly hereunder or under the other Transaction Documents to which it is party, unless requested it shall have no obligation to invest and reinvest any cash held in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent any of the costs, expenses or liabilities likely to be incurred by it accounts hereunder in the making absence of such investigation is, in the opinion of the Collateral Agent, not reasonably assured a timely and specific written investment direction (which may include standing instructions) pursuant to the Collateral Agent by the security afforded to it by the terms of this Agreement, . In no event shall it be liable for the Collateral Agent may require reasonable indemnity against such expense selection of investments or for investment losses incurred thereon. It shall have no liability in respect of losses incurred as a condition result of the liquidation of any investment prior to taking any such action. The reasonable expense its stated maturity or the failure of every such examination shall be paid by another party to timely provide a written investment direction pursuant to the Servicer or, if paid by terms of this Agreement or under the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds;other Transaction Documents to which it is party. (fj) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent It may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys, custodians or attorneysnominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed, except as expressly provided in Section 12.13. (k) Any corporation or entity into which it may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which it shall be a party, or any corporation or entity succeeding to its business shall be its successor hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (l) In no event shall it be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) In no event shall it be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents because of circumstances beyond its control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action (other than such action applicable as a result of its own creditworthiness or regulatory status), including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or any other Transaction Documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility, or any other causes beyond its control whether or not of the same class or kind as specified above. (n) The rights, privileges, protections, immunities and benefits given to it under this Agreement are extended to and shall be enforceable by HPS in each of its capacities hereunder and the other Transaction Documents (including but not limited to any future or successor capacities), and each agent, custodian, co‑trustee and other Person employed by it to act hereunder. (o) The Collateral Agent shall not be charged with knowledge of any Event of Default unless a Responsible Officer of the Collateral Agent obtains actual knowledge of such event or a Responsible Officer of the Collateral Agent receives written notice of such event.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (a) Neither the Collateral Agent may rely nor any of its directors, officers, agents or employees shall be (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be protected enforceable by, Computershare in acting or refraining from acting upon any resolutioneach of its capacities hereunder and under the other Basic Documents to which it is a party, Officer's Certificateand each agent, Opinion of Counselcustodian, certificate of auditors or and any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or Person employed to act hereunder and under the other paper or document believed by Basic Documents to which it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith is a party; and in accordance with such Opinion of Counsel; (c) actions under any other Basic Document, the Collateral Agent shall be under no obligation entitled to exercise any of all the trusts or powers vested rights, privileges, protections, immunities and benefits afforded it hereunder; provided, that the foregoing shall not apply to Computershare in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, its capacity as applicable, Backup Servicer. (b) The Collateral Agent shall have offered no enforcement or notification obligations relating to the Indenture Trustee reasonable security breaches of representations or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent warranties of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;any other Person. (dc) the The Collateral Agent shall not be personally liable for for, or have any duty to supervise or monitor, the default, misconduct or any other action takenor omission of the Borrower, suffered the Servicer or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior any other party to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated Basic Documents (other than Computershare in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by of its capacities under the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneysBasic Documents).

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 7.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of (or, if a Note Insurer Default is then continuing, the NoteholdersMajority Holders), pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided, that Collateral Agent will remain obligated and be liable to the Indenture Trustee and the Issuer for its duties in accordance with the provisions of this Agreement without diminution of such obligation and liability by virtue of the appointment of such agents, to the same extent and under the same terms and conditions as if the Collateral Agent alone were performing such duties.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Certificate Insurer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note Certificate Insurer, as applicable, shall have offered to the Indenture Trustee Truseee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual Knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Certificate Insurer or Holders the majority of Class A Notes evidencing Percentage Interests aggregating not less than 25%Certificate Holders; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 11.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the NoteholdersNoteholder, pursuant to the provisions of this Agreement, unless such Noteholders or the Note InsurerInsurer or such Noteholder, as applicable, shall have offered to the Indenture Trustee Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 11.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer or any of the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note InsurerNoteholders, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default or an Amortization Event (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default or an Amortization Event and after the curing of all Events of Default and Amortization Events which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer Initial Purchaser or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act; (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 10.01 hereof: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the Collateral Agent may consult with counsel and any Opinion of Counsel or written advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of CounselCounsel or advice of such counsel; (c) the Collateral Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, order or direction of the Note Insurer Servicer or any of the NoteholdersCertificateholders, pursuant to the provisions of this Agreement, unless such Noteholders Certificateholders or the Note InsurerServicer, as applicable, shall have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein by the Collateral Agent or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; (d) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%Controlling Party; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity reasonably satisfactory to the Collateral Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its negligence or willful misconduct in the performance of such act;; and 101 (g) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

Certain Matters Affecting the Collateral Agent. Except as otherwise provided in Section 9.01 hereof: (a) Neither the Collateral Agent may rely nor any of its directors, officers, agents or employees shall be (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be protected enforceable by, Midtown in acting or refraining from acting upon any resolutioneach of its capacities hereunder and under the other Basic Documents to which it is a party, Officer's Certificateand each agent, Opinion of Counselcustodian, certificate of auditors or and any other certificatePerson employed to act hereunder and under the other Basic Documents to which it is a party; and in actions under any other Basic Document, statementthe Collateral Agent shall be entitled to all the rights, instrumentprivileges, opinionprotections, report, notice, request, consent, order, appraisal, bond or other paper or document believed by immunities and benefits afforded it to be genuine and to have been signed or presented by the proper party or parties;hereunder. (b) the The Collateral Agent may consult with counsel and any Opinion shall have no enforcement or notification obligations relating to breaches of Counsel shall be full and complete authorization and protection in respect representations or warranties of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;other Person. (c) The Collateral Agent shall not be liable for, or have any duty to supervise or monitor, the default, misconduct or any other action or omission of the Borrower, the Servicer or any other party to the Basic Documents (other than Midtown in any of its capacities under the Basic Documents). (d) The Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Basic Document, or to inspect the properties, books or records of the transaction parties. (e) The Collateral Agent shall not be deemed to have knowledge of, or be required to act, based on any event unless a Responsible Officer of the Collateral Agent receives written notice or has actual knowledge of such event. Without limiting the generality of the foregoing, the Collateral Agent shall not be deemed to have knowledge of any Event of Default, Facility Amortization Event or Servicer Termination Event, or of any default that, with the giving of notice or passage of time, would become an Event of Default, a Facility Amortization Event or a Servicer Termination Event, unless a Responsible Officer of the Administrative Agent has received notice from the Borrower, the Servicer or any Lender. The delivery or availability of reports or other documents (including, without limitation, news or other publicly available reports or documents, or any reports or documents delivered to the Collateral Agent pursuant to this Agreement or related agreements or documents) to the Collateral Agent shall not constitute actual or constructive knowledge or notice of information contained in or determinable from those reports or documents, except for such information that this Agreement specifically requires the Collateral Agent to examine in such report or document and to take an action with respect thereto. Knowledge or information acquired by (i) Midtown in any of its respective capacities hereunder or under any other Basic Document or other document related to this transaction shall not be imputed to Midtown in any of its other capacities hereunder or under such other documents except to the extent their respective duties are performed by the same group or division within Midtown or otherwise share the same Responsible Officers of Midtown, and vice versa, and (ii) any Affiliate of Midtown shall not be imputed to Midtown in any of its respective capacities, provided that the foregoing shall not relieve the Person acting as Backup Servicer, Collateral Agent or Borrower Loan Trustee, as applicable, from its obligations to perform or responsibility for the manner of performance of its duties in a separate capacity under the Basic Documents. (f) None of the provisions to this Agreement or any other Basic Document or any direction or instruction shall require the Collateral Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Agent shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Agreement or any other Basic Document, or to institute, conduct or defend by any litigation hereunder under this Agreement or otherwise or in relation hereto at the request, order or direction of the Note Insurer to this Agreement or any of other Basic Document unless the Noteholders, pursuant to the provisions of this Agreement, unless such Noteholders or the Note Insurer, as applicable, shall have Collateral Agent has been offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred therein by the Collateral Agent therein or thereby; nothing contained herein shall, however, relieve the Collateral Agent of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;. (dg) the Collateral Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Note Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Collateral Agent, shall be repaid by the Servicer upon demand from the Servicer's own funds; (f) the right of the Collateral Agent to perform any permissive or discretionary act enumerated in this Agreement or any other Basic Document shall not be construed as a duty, and the Collateral Agent shall not be answerable for anything other than its gross negligence or willful misconduct in the performance of such act; (g) . In the event that any provision of this Agreement or any other Basic Document implies or requires that action or forbearance from action be taken by a party but is silent as to which party has the duty to act or refrain from acting, the parties hereto agree that the Collateral Agent may execute shall not be the party required to take the action or refrain from acting. It is understood and agreed that any rights and powers granted to the Collateral Agent under any power of attorney shall not impose any duty or obligation on the Collateral Agent. (h) The Collateral Agent shall not be liable or accountable to any Person with respect to any action taken or omitted to be taken by it in accordance with any instructions, directions or requests provided to it by any Person in accordance with or as contemplated by this Agreement. (i) In no event shall the Collateral Agent be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Collateral Agent has been advised of the trusts likelihood of such loss or powers hereunder or damage and regardless of the form of action. (j) The Collateral Agent may perform any duties hereunder either directly or by or through agents Affiliates, agents, attorneys, custodians or attorneysnominees, and the Collateral Agent shall not be responsible or liable for, or have any duty to supervise or monitor, the actions, misconduct or negligence on the part of any Affiliates, agent, attorney, custodians or nominees appointed with due care by it hereunder or any other Affiliate, agent, custodian or nominee that the Collateral Agent is obligated to appoint hereunder (including the Electronic Vault Provider); provided, that the Collateral Agent shall remain obligated and liable for the performance of its duties hereunder without diminution of such duties and liability by virtue of the appointment of any such Affiliate, agent, attorney, custodian or nominee, and to the same extent and under the same terms and conditions as if the Collateral Agent alone were individually executing or performing such duties; provided, however, that the Collateral Agent shall not be liable for the execution or performance of any such duties of the Collateral Agent by any of the parties (including any successors or assigns) to the Basic Documents. (k) Before the Collateral Agent acts or refrains from acting, it may require and shall be entitled to receive, at the reasonable expense of the Borrower, payable in accordance with and subject to Section 2.08, an Officer’s Certificate of the Borrower and/or an Opinion of Counsel. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. (l) As a condition to the taking, suffering or omitting of any action by it hereunder, the Collateral Agent may consult with counsel and the written or oral advice or opinion of such counsel shall be full and complete authorization and protection from any liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (m) Except as expressly required pursuant to the terms of this Agreement, the Collateral Agent shall not be required to make any initial or periodic examination of any documents or records or the purpose of establishing the presence or absence of defects, the compliance by the Borrower or any other Person (other than the Collateral Agent) with its representations and warranties or for any other purpose except as expressly required pursuant to the terms of this Agreement. (n) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to the corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent (o) In the event that (i) the Collateral Agent is unsure as to the application or interpretation of any provision of this Agreement or any other Basic Document, (ii) this Agreement or any other Basic Document is silent or is incomplete as to the course of action that the Collateral Agent is required or permitted to take with respect to a particular set of facts, or (iii) more than one methodology can be used to make any determination to be performed by the Collateral Agent hereunder or thereunder, then the Collateral Agent may give written notice to the Administrative Agent requesting written instruction and, to the extent that the Collateral Agent acts or refrains from acting in good faith in accordance with any such written instruction, the Collateral Agent shall not be personally liable to any Person. If the Collateral Agent shall not have received such written instruction within ten (10) calendar days of delivery of notice to the Administrative Agent (or within such shorter period of time as may reasonably be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action, and shall have no liability to any Person for such action or inaction. (p) The Collateral Agent shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement or any other Basic Document other than for the Collateral Agent’s compensation. (q) Midtown (in each of its capacities hereunder or under any other Basic Document) will not have any liability for any determination made by or on behalf of any Person in connection with a Benchmark Transition Event or a Benchmark Replacement. For the avoidance of doubt, Midtown (in each of its capacities hereunder or under any other Basic Document) shall not be under any obligation to (i) monitor, determine or verify the unavailability or cessation of Term SOFR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. Midtown (in each of its capacities hereunder or under any other Basic Document) shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Basic Document as a result of the unavailability of Term SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. Midtown (in each of its capacities hereunder or under any other Basic Document) shall not have any liability for entering into, or the contents of, any Benchmark Replacement Conforming Changes.