Common use of Duty of Care Clause in Contracts

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Property.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any No provision of this Agreement shall be construed to expend relieve any Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith, its own breach of its representations, warranties or risk the Custodian’s covenants given in its individual capacity or its own fundswillful misfeasance, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case, made in good faith by any officer of, or any other employee of the Corporate Trust Office of, such Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of such Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Settlor or the Certificateholder of any Series (in accordance with the terms of this Agreement or any Series Servicing Agreement or related documents) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding Section 5.2(a), a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Series Servicer under any Series Servicing Agreement. (c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the Settlor or the Certificateholder of any Series or as to which such Trustee has actual knowledge, that such action would impair the beneficial interests in the Titling Trust, or would impair the value of any Trust Asset. (d) All information obtained by a Trustee regarding the administration of the Titling Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Settlor, any Series Servicer, any Certificateholder, assignee or pledgee of a Certificate or any Series Trust Noteholder, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee’s discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Settlor), or such information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) In carrying out their duties hereunder, the Titling Trustee and the Trust Agent each shall have no responsibilities, obligations or duties other than those expressly exercise the rights and powers vested in it only as set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Titling Trustee or the other Loan Documents Trust Agent from liability for their own negligent actions, negligent failure to which it is a partyact, and no implied dutiesbad faith or willful misfeasance or similar act or omission; provided, responsibilities or obligations however, that: (i) neither the Titling Trustee nor the Trust Agent shall be read into this Agreement against personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the Custodian; without limiting the foregoingCorporate Trust Office of, the Custodian Titling Trustee or any Trust Agent, including the president, any vice-president, assistant vice-president, trust officer, corporate secretary or assistant corporate secretary or any other officer of the Titling Trustee or such Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall have no duty be proved that the Titling Trustee or Trust Agent was negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) neither the Titling Trustee nor the Trust Agent shall be personally liable with respect to preserveany action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the UTI Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate that is not the Titling Trustee or a trust agent of the Titling Trustee in connection with a Securitized Financing (to the extent relating to the SUBI evidenced thereby) relating to the exercise of any trust, power or enforce rights in authority conferred upon the Account Property (against prior parties or otherwise);Titling Trustee under this Agreement. (b) Notwithstanding subsection (a) above, the Titling Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any instance where event require the Custodian determines that it lacks or is uncertain as Titling Trustee to its authority to take or refrain from taking certain actionperform, or be responsible for the manner of performance of, any of the obligations of a Servicer hereunder or under any related SUBI Servicing Supplement except during such time, if any, as to the requirements Titling Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, any Servicer in accordance with the terms of this Agreement under or any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;related SUBI Servicing Supplement. (c) mayExcept for actions expressly authorized by this Agreement, a SUBI Supplement, a UTI Supplement, or an amendment thereto, the Titling Trustee shall take no action as to which the Titling Trustee has been notified by a Beneficiary, or has actual knowledge, that such action would impair the beneficial interests in the Titling Trust, would impair the value of any Titling Trust Asset or would adversely affect the then outstanding credit rating issued by a Rating Agency with respect to questions any class of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it securities issued in good faith in conformity with such reasonable advice or opinion;a Securitized Financing. (d) will not be responsible to any Person for any statementAll information obtained by the Titling Trustee regarding the administration of the Titling Trust, warranty or representation made by any party other than whether upon the Custodian and any exercise of its Related Parties in connection with rights under this Agreement; (e) will have no duty to ascertain Agreement or inquire as to the performance or observance otherwise, shall be maintained by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth Titling Trustee in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine confidence and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed disclosed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and other Person other than to the person designated in (Trust Agent or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or an appropriate Beneficiary unless such disclosure is required by any provision of this Agreement applicable law or regulation or pursuant to expend or risk the Custodian’s own fundssubpoena, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertysuch information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements No provision of this Agreement under shall be construed to relieve any circumstance before it, request instructions Trustee from the Instructing Party or advice from legal counsel liability for its own grossly negligent action (or other appropriate advisor), as the case may beor, with respect to such uncertainty and may delay any handling or refrain from taking such action unless and until it has received such instructions or advice; disbursement of funds, its own negligent action), its own grossly negligent failure to act (c) mayor, with respect to questions any handling or disbursement of law relating specifically funds, its own negligent failure to the Custodial Account and Interest Reserve Accountact), apply for and obtain the advice and opinion of counselits own bad faith, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any its own breach of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the termsrepresentations, conditions warranties or covenants of any security agreement with the Administrative Agent given in its individual capacity or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4its own willful misfeasance, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, such Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of such Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent (or with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate in connection with a Financing (to the extent relating to a SUBI) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding Section 5.2(a), a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Servicer under any Servicing Agreement. (c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the Initial Beneficiary, any Special Purpose Entity or other holder or pledgee of a related SUBI Certificate or UTI Certificate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, would impair the value of any Trust Asset or would adversely affect the credit rating of any Financing. (d) All information obtained by a Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Initial Beneficiary, any Special Purpose Entity (if applicable), any Servicer, any assignee of an interest in a UTI or UTI Certificate or any pledgee of a UTI Pledge (or any beneficiary of such pledge) and any assignee or pledgee of a SUBI Certificate, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee’s discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Initial Beneficiary), or such information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements No provision of this Agreement under shall be construed to relieve any circumstance before it, request instructions Trustee from the Instructing Party or advice from legal counsel liability for its own grossly negligent action (or other appropriate advisor), as the case may beor, with respect to such uncertainty and may delay any handling or refrain from taking such action unless and until it has received such instructions or advice; disbursement of funds, its own negligent action), its own grossly negligent failure to act (c) mayor, with respect to questions any handling or disbursement of law relating specifically funds, its own negligent failure to the Custodial Account and Interest Reserve Accountact), apply for and obtain the advice and opinion of counselits own bad faith, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any its own breach of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the termsrepresentations, conditions warranties or covenants of any security agreement with the Administrative Agent given in its individual capacity or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4its own willful misfeasance, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, such Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of such Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent (or with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate in connection with a Financing (to the extent relating to a SUBI) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding Section 5.2(a), a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Servicer under any Servicing Agreement. (c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the Initial Beneficiary, any Special Purpose Entity or other holder or pledgee of a related SUBI Certificate or UTI Certificate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, would impair the value of any Trust Asset or would adversely affect the credit rating of any Financing. (d) All information obtained by a Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Initial Beneficiary, any Special Purpose Entity (if applicable), any Servicer, any assignee of an interest in a UTI or UTI Certificate or any pledgee of a UTI Pledge (or any beneficiary of such pledge) and any assignee or pledgee of a SUBI Certificate, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee's discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Initial Beneficiary), or such information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian Neither BNPPLC nor any of its Related Parties shall Representatives will be liable for (i) actions taken pursuant or responsible to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all any Participant or any other respects, Person for any action taken or not omitted to be taken by it (BNPPLC or them) any of its Representatives under this Agreement or in connection relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(B) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with this Agreementlegal counsel (including counsel for LRC), except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian independent public accountants and other experts selected by it and will not be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done taken or omitted to be taken in good faith by it in good faith accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation to the Participants except as provided in conformity with such reasonable advice or opinion; (d) Article 12 and will not be responsible to any Person the Participants for any statementstatements, warranty warranties or representation representations made by any party other than the Custodian and any of its Related Parties in or in connection with this Agreement; the Operative Documents; (e3) will not have no any duty to the Participants to ascertain or to inquire as to the performance or observance by the Borrower of any of the terms, covenants or conditions of the Operative Documents or covenants of any security agreement with to inspect the Administrative Agent Property or the Collateral Agent; books and records of LRC; (f4) will not be responsible to any Person the Participants for the due execution, legality, validity, enforceability, genuineness, effectiveness sufficiency or sufficiency value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of LRC and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement, except to the extent set forth in Section 6.4, Agreement or the titleOperative Documents by acting in reliance upon any notice, validity consent, certificate or genuineness of the Collateral other instrument or any Account Property writing (including any Financial Assets in telecopy, telegram, cable or delivered into the Accounts); (gtelex) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented sent by the proper party Person or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account PropertyPersons.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian Neither BNPPLC nor any of its Related Parties shall Representatives will be liable for (i) actions taken pursuant or responsible to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all any Participant or any other respects, Person for any action taken or not omitted to be taken by it (BNPPLC or them) any of its Representatives under this Agreement or in connection relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(C) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with this Agreementlegal counsel (including counsel for LRC), except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian independent public accountants and other experts selected by it and will not be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done taken or omitted to be taken in good faith by it in good faith accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation to the Participants except as provided in conformity with such reasonable advice or opinion; (d) Article 12 and will not be responsible to any Person the Participants for any statementstatements, warranty warranties or representation representations made by any party other than the Custodian and any of its Related Parties in or in connection with this Agreement; the Operative Documents; (e3) will not have no any duty to the Participants to ascertain or to inquire as to the performance or observance by the Borrower of any of the terms, covenants or conditions of the Operative Documents or covenants of any security agreement with to inspect the Administrative Agent Property or the Collateral Agent; books and records of LRC; (f4) will not be responsible to any Person the Participants for the due execution, legality, validity, enforceability, genuineness, effectiveness sufficiency or sufficiency value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of LRC and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement, except to the extent set forth in Section 6.4, Agreement or the titleOperative Documents by acting in reliance upon any notice, validity consent, certificate or genuineness of the Collateral other instrument or any Account Property writing (including any Financial Assets in telecopy, telegram, cable or delivered into the Accounts); (gtelex) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented sent by the proper party Person or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account PropertyPersons.

Duty of Care. (a) Except during the continuance of an Event of Default, the Trustee need perform only those duties specifically set forth in this Agreement and the other Trust Documents. During the continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Trust Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person's own affairs. No provision of this Agreement shall be construed to relieve the Trustee from Liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that the Trustee shall not be personally liable: (i) for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any Responsible Officer of the Trustee or the Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such individual's knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee or Trust Agent was negligent or acted with bad faith or willful misconduct in performing its duties in accordance with the terms of this Agreement; and (ii) with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of (A) to the extent relating to the UTI, the UTI Beneficiary or any Registered Pledgee of a UTI Pledge (to the extent that such Registered Pledgee is authorized to give such directions) or (B) to the extent relating to a SUBI, the Holder or Registered Pledgee of a related SUBI Certificate (in each case only to the extent such Registered Pledgee is authorized to give such direction) in connection with a Securitized Financing relating to the exercise of any power conferred upon the Trustee under this Agreement. (b) Notwithstanding Section 5.02(a), the Trustee shall not be required to expend or risk its own funds or otherwise incur Liability in the performance of any provision of its duties under this Agreement or the other Trust Documents, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or Liability is not reasonably assured to it, and none of the provisions contained herein or therein shall in any other document event require the Trustee to perform, or instrument to be responsible for the contrarymanner of performance of, neither the Custodian nor any of its Related Parties the obligations of a Servicer hereunder or under any Servicing Agreement except during such time, if any, as the Trustee shall be liable for (i) actions taken pursuant to successor to, and be vested with the instruction of rights, duties, powers and privileges of, the Instructing Party Servicer in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all or any other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;Trust Document. (c) mayExcept as otherwise authorized by the Trust Documents, with respect the Trustee shall take no action as to questions which it has been notified by a Beneficiary or a Special Purpose Affiliate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, impair the value of law relating specifically to any Trust Asset or adversely affect the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion rating of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion;any Rated Securities. (d) will All information obtained by the Trustee regarding the other parties hereto or any of their respective Affiliates, or regarding the administration of the Trust, the Lessees, the Leased Vehicles or the Leases, whether upon the exercise of its rights under this Agreement, any other Trust Document or otherwise, shall be maintained by the Trustee in confidence and shall not be responsible disclosed to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance Trust Agent, the Grantor, the Beneficiaries, the Servicer or observance any Special Purpose Affiliate, unless such disclosure is required by the Borrower of any of the terms, conditions applicable law or covenants of any security agreement with the Administrative Agent regulation or the Collateral Agent; (f) will not be responsible pursuant to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4valid legal process, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any unless such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertyinformation is already otherwise publicly available.

Duty of Care. Notwithstanding (a) The Safekeeping Agent may conclusively rely on and shall be fully protected in acting upon any provision contained herein certificate, instrument, opinion, notice, letter, telegram or in any other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or instrument parties. Prior to the contraryPayoff Date, neither the Custodian nor any of its Related Parties Safekeeping Agent may rely conclusively on and shall be liable for fully protected in acting upon (ia) actions taken pursuant to the instruction written instructions of any designated officer of the Instructing Party Administrative Agent or (b) the verbal instructions of the Administrative Agent. On and after the Payoff Date, the Safekeeping Agent may rely conclusively on and shall be fully protected in acting upon Proper Instructions. (b) The Safekeeping Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with this Agreement and the advice or opinion of such counsel. (iic) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or The Safekeeping Agent shall not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damageserror of judgment, or lost profits for any act done or loss step taken or omitted by it, in good faith, or for any mistakes of businessfact or law, arising or for anything that it may do or refrain from doing in connection with this Agreement. Without limiting the foregoing and herewith except, notwithstanding any provision anything to the contrary elsewherecontained herein, in the Custodian and each case of its Related Parties:willful misconduct, bad faith or grossly negligent performance or omission of its duties and in the case of its grossly negligent performance of its duties in taking and retaining the Underlying Instruments and, prior to the Payoff Date, in the case of its grossly negligent performance of its Payment Duties. (ad) The Safekeeping Agent makes no warranty or representation and shall have no responsibilities, obligations or duties other than those responsibility (except as expressly set forth in this Agreement and the Loan Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the other Loan Documents to which it is a partyAssets, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement and the Loan Agreement) of any of the Assets. The Safekeeping Agent shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Safekeeping Agent shall have no implied duties, duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and the Loan Agreement and no covenants or obligations shall be read into implied in this Agreement or the Loan Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Safekeeping Agent;. (f) will The Safekeeping Agent shall not be responsible required to any Person for expend or risk its own funds in the due execution, legality, validity, enforceability, genuineness, effectiveness performance of its duties hereunder or sufficiency of this under the Loan Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts);. (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion It is expressly agreed and acknowledged that the Safekeeping Agent is not guaranteeing performance of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur assuming any liability for acts the obligations of the other parties hereto or omissions of any Agent Member for parties to the central handling of Account PropertyAssets.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements No provision of this Agreement under shall be construed to relieve the Trustee or any circumstance before it, request instructions Trust Agent from the Instructing Party or advice from legal counsel liability for its own grossly negligent action (or other appropriate advisor), as the case may beor, with respect to such uncertainty and may delay any handling or refrain from taking such action unless and until it has received such instructions or advice; disbursement of funds, its own negligent action), its own grossly negligent failure to act (c) mayor, with respect to questions any handling or disbursement of law relating specifically funds, its own negligent failure to the Custodial Account and Interest Reserve Accountact), apply for and obtain the advice and opinion of counselits own bad faith, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any its own breach of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the termsrepresentations, conditions warranties or covenants of any security agreement with the Administrative Agent given in its individual capacity or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4its own willful misfeasance, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) the Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, the Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of the Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee or Trust Agent was grossly negligent (or with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the UTI Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder, assignee or pledgee of a SUBI (to the extent relating to such SUBI) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding Section 5.2(a), the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of any servicer of Trust Assets. (c) All information obtained by the Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent or the UTI Beneficiary, unless such disclosure is permitted by this Agreement or the UTI Beneficiary or is required by any applicable law or regulation or pursuant to subpoena (and the Trustee has provided notice thereof to the UTI Beneficiary), or such information is already otherwise publicly available. Promptly after disclosing any information regarding the administration of the Trust, the Trustee shall give notice to the UTI Beneficiary regarding the content and recipient of such disclosure.

Duty of Care. Notwithstanding any (a) No provision contained herein or in any other document or instrument of this Agreement shall be construed to relieve the contraryTrustee from liability for its own grossly negligent action, neither the Custodian nor any its own grossly negligent failure to act, its own bad faith, its own breach of its Related Parties shall be liable for representations, warranties or covenants given in its individual capacity, or its own willful misfeasance; provided, however, that: -------- ------- (i) actions taken pursuant to the instruction Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the Instructing Party corporate trust office of, the Trustee, including any vice-president, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee was grossly negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement and Agreement; and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiaries (to the extent relating to Documented Boats which are not covered by a Supplement) or not taken a Collateral Beneficiary (with respect to Documented Boats which are covered by it (or thema Supplement) relating to the exercise of any trust power conferred upon the Trustee under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise);. (b) Notwithstanding Section 4.2(a), the Trustee shall not be required to -------------- expend or risk its own funds or otherwise incur financial liability in the performance of any instance where the Custodian determines that it lacks or is uncertain as to of its authority to take or refrain from taking certain actionduties under this Agreement, or as in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;. (c) mayExcept for actions expressly authorized by this Agreement, with respect the Trustee shall take no action as to questions which the Trustee has been notified in writing by any Initial Beneficiary, or any Collateral Beneficiary, that such action would impair perfection of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion;Liens. (d) will All information obtained by the Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trustee in confidence and shall not be responsible disclosed to any other Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by Initial Beneficiaries, the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent Collateral Beneficiaries or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of Servicer unless such disclosure is permitted by this Agreement, except is reasonably necessary or incidental to the extent set forth in Section 6.4Trustee's discharge of its duties or exercise of its rights hereunder, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or is required by any provision of this Agreement applicable law or regulation or pursuant to expend or risk subpoena (and the Custodian’s own fundsTrustee has provided notice thereof to the Initial Beneficiaries), or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertysuch information is already otherwise publicly available.

Duty of Care. (a) Except during the continuance of an Event of Default, the Trustee need perform only those duties specifically set forth in this Agreement and the other Trust Documents. During the continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Trust Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person's own affairs. No provision of this Agreement shall be construed to relieve the Trustee from Liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that the Trustee shall not be personally liable: (i) for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any Responsible Officer of the Trustee or the Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such individual's knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee or Trust Agent was negligent or acted with bad faith or willful misconduct in performing its duties in accordance with the terms of this Agreement; and (ii) with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of (A) to the extent relating to the UTI, a UTI Beneficiary or any Registered Pledgee of a UTI Pledge or (B) to the extent relating to a SUBI, the Holder or Registered Pledgee of a related SUBI Certificate, in each case only to the extent such Registered Pledgee is authorized to give such direction, in connection with a Securitized Financing relating to the exercise of any power conferred upon the Trustee under this Agreement. (b) Notwithstanding Section 5.02(a), the Trustee shall not be required to expend or risk its own funds or otherwise incur Liability in the performance of any provision of its duties under this Agreement or the other Trust Documents, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or Liability is not reasonably assured to it, and none of the provisions contained herein or therein shall in any other document event require the Trustee to perform, or instrument to be responsible for the contrarymanner of performance of, neither the Custodian nor any of its Related Parties the obligations of an Administrative Agent hereunder or under any Administration Agreement except during such time, if any, as the Trustee shall be liable for (i) actions taken pursuant to successor to, and be vested with the instruction of rights, duties, powers and privileges of, the Instructing Party Administrative Agent in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all or any other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;Trust Document. (c) mayExcept as otherwise authorized by the Trust Documents, with respect the Trustee shall take no action as to questions which it has been notified by a Beneficiary or a Special Purpose Affiliate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, impair the value of law relating specifically to any Trust Asset or adversely affect the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion rating of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion;any Rated Securities. (d) will All information obtained by the Trustee regarding the other parties hereto or any of their respective Affiliates or the administration of the Trust, the Lessees, the Vehicles or the Leases, whether upon the exercise of its rights under this Agreement, any other Trust Document or otherwise, shall be maintained by the Trustee in confidence and shall not be responsible disclosed to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by Trust Agent, the Borrower of any of Grantors, the termsBeneficiaries, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due executionSpecial Purpose Affiliate, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any unless such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or disclosure is required by any provision of this Agreement applicable law or regulation or pursuant to expend or risk the Custodian’s own fundsvalid legal process, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertysuch information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements No provision of this Agreement under shall be construed to relieve any circumstance before it, request instructions Trustee or Trust Agent from the Instructing Party or advice from legal counsel liability for its own grossly negligent action (or other appropriate advisor), as the case may beor, with respect to such uncertainty and may delay any handling or refrain from taking such action unless and until it has received such instructions or advice; disbursement of funds, its own negligent action), its own grossly negligent failure to act (c) mayor, with respect to questions any handling or disbursement of law relating specifically funds, its own negligent failure to the Custodial Account and Interest Reserve Accountact), apply for and obtain the advice and opinion of counselits own bad faith, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any its own breach of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the termsrepresentations, conditions warranties or covenants of any security agreement with the Administrative Agent given in its individual capacity or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4its own willful misfeasance, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, such Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of such Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent (or with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder, assignee or pledgee of a SUBI Certificate relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding Section 5.2(a), a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Servicer under any Servicing Agreement. (c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the Initial Beneficiary or any holder, assignee or pledgee of a related SUBI Certificate or UTI Certificate, or has actual knowledge, that such action would impair the beneficial interests in the Trust or would impair the value of any Trust Asset. (d) All information obtained by a Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Initial Beneficiary, any Special Purpose Entity (if applicable), any Servicer, any assignee of the UTI or UTI Certificate or any pledgee of a UTI Pledge (or any beneficiary of such pledge) and any assignee or pledgee of a SUBI Certificate, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee’s discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Initial Beneficiary), or such information is already otherwise publicly available. Promptly after disclosing any information regarding the administration of the Trust (i) to any Special Purpose Entity, any Servicer, any assignee of the UTI or the UTI Certificate or any pledgee of a UTI Pledge (or any beneficiary of such pledge) and any assignee or pledgee of a SUBI Certificate or (ii) as required by an applicable law or regulation or pursuant to subpoena, the disclosing Trustee shall give notice to the Initial Beneficiary regarding the content and recipient of such disclosure.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilitiesExcept during the continuance of an Event of Default, obligations or the Trustee need perform only those duties other than those expressly specifically set forth in this Agreement and the other Trust Documents. During the continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Trust Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person's own affairs. No provision of this Agreement shall be construed to relieve the Trustee from Liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that the Trustee shall not be personally liable: (i) for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any Responsible Officer of the Trustee or the other Loan Documents Trust Agent customarily performing functions similar to which those performed by such officers or to whom any corporate trust matter is referred because of such individual's knowledge of or familiarity with the particular subject, unless it is a party, and no implied duties, responsibilities or obligations shall be read into proved that the Trustee or Trust Agent was negligent or acted with bad faith or willful misconduct in performing its duties in accordance with the terms of this Agreement against Agreement; and (ii) with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the Custodian; without limiting express direction of (A) to the foregoingextent relating to the UTI, a UTI Beneficiary or any Registered Pledgee of a UTI Pledge or (B) to the extent relating to a SUBI, the Custodian shall have no duty Holder or Registered Pledgee of a related SUBI Certificate, in each case only to preservethe extent such Registered Pledgee is authorized to give such direction, in connection with a Securitized Financing relating to the exercise or enforce rights in of any power conferred upon the Account Property (against prior parties or otherwise);Trustee under this Agreement. (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisorNotwithstanding Section 5.02(a), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) Trustee shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk its own funds or otherwise incur Liability in the Custodian’s own fundsperformance of any of its duties under this Agreement or the other Trust Documents, or to take any action (including but not limited to in the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions exercise of any Agent Member of its rights or powers, if there shall be reasonable grounds for believing that the central handling repayment of Account Property.such funds or adequate indemnity

Duty of Care. Notwithstanding (a) No provision of this Agreement shall be construed to relieve any provision contained herein Trustee from liability for its own grossly negligent action (or, with respect to any handling or disbursement of funds, its own negligent action), its own grossly negligent failure to act (or, with respect to any handling or disbursement of funds, its own negligent failure to act), its own bad faith, its own breach of its representations, warranties or covenants given in its individual capacity or its own willful misfeasance; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other document employee of the corporate trust office of, such Trustee, including any vice president, trust officer or instrument any other officer of such Trustee customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee was grossly negligent (or with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement and such Trustee shall not be liable for the negligence or willful misconduct of agents or attorneys appointed in good faith and, with respect to any such agents appointed by the Trustee performing the duties of the Trustee hereunder, with the prior written consent of each Holder or if subject to a Registered Pledge, either (x) the applicable SUBI Control Party or (y) the Registered Pledgee thereof (in each case if so required in the applicable Financing Documents); and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express directions of the Initial Beneficiary or any Registered Pledgee of a UTI Certificate (to the contraryextent relating to the related UTI Trustee, neither or if there is no Registered Pledgee with respect to a UTI Certificate, then the Custodian nor related UTI Holder), or the applicable SUBI Control Party (to the extent relating to the related SUBI Trustee) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding Section 5.2(a), a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Related Parties duties under this Agreement or the other Trust Documents, or in the exercise of any of its rights or powers, if there shall be liable reasonable grounds for (i) actions taken pursuant believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the instruction it, and none of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth provisions contained in this Agreement or the other Loan Trust Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where event require a Trustee to perform, or be responsible for the Custodian determines that it lacks manner or is uncertain omission of performance of, any of the duties or obligations of a Servicer under any Servicing Agreement. (c) Except for actions expressly authorized by this Agreement or the other Trust Documents or actions taken pursuant to the instructions of the Initial Beneficiary, or the Holder or Registered Pledgee of any Certificate, in each case as permitted by this Agreement, a Trustee shall take no action as to its authority to take which such Trustee has been notified in writing by the Initial Beneficiary, the applicable Holder or refrain from taking certain action, Registered Pledgee of the related UTI Certificate or as to the requirements applicable SUBI Control Party of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor)related SUBI Certificate, as the case may be, with respect to such uncertainty and may delay or refrain from taking if a Responsible Officer has actual knowledge, that such action unless and until it has received such instructions would impair the beneficial interests in the Trust, would impair the value of any Trust Asset or advice; (c) may, with respect to questions would adversely affect the credit rating of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion;any Financing. (d) will not be responsible to any Person for any statementAll information obtained by a Trustee regarding the administration of the Trust, warranty or representation made by any party other than whether upon the Custodian and any exercise of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of rights under this Agreement, except any other Trust Document or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to the extent set forth Initial Beneficiary, any Special Purpose Entity (if applicable), any Servicer, any Holder of an interest in Section 6.4the UTI or UTI Certificate or any Registered Pledgee thereof, or the title, validity any Holder of an interest in a SUBI or genuineness of the Collateral a SUBI Certificate or any Account Property (including Registered Pledgee or SUBI Control Party thereof, unless such disclosure is permitted by this Agreement, any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors other Trust Document or any other certificateagreement contemplated hereby, statement, opinion, report, request, consent, order, appraisal, bond is reasonably necessary or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and incidental to the person designated in (Trustee’s discharge of its duties or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or exercise of its rights hereunder, is required by any provision of this Agreement applicable law or regulation or pursuant to expend or risk subpoena (and such Trustee has provided notice thereof to the Custodian’s own fundsInitial Beneficiary), or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertysuch information is already otherwise publicly available.

Duty of Care. (a) Except during the continuance of a Servicer Termination Event, the Trustee need perform only those duties which are specifically set forth in this Agreement and the other Trust Documents. During the continuance of a Servicer Termination Event, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Trust Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person's own affairs. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that the Trustee shall not be personally liable: (i) for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any Responsible Officer of the Trustee or the Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such individual's knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee or Trust Agent was negligent or acted with bad faith or willful misconduct in performing its duties in accordance with the terms of this Agreement; and (ii) with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express directions of (A) to the extent relating to the UTI, a UTI Beneficiary or any Registered Pledgee of a UTI Pledge (to the extent that such Registered Pledgee is authorized to give such directions) or (B) to the extent relating to a SUBI, the Holder or Registered Pledgee (to the extent such Registered Pledgee is authorized to give such directions) of a SUBI Certificate in connection with a Securitization relating to the exercise of any power conferred upon the Trustee under this Agreement. (b) Notwithstanding Section 5.02(a), the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any provision of its duties under this Agreement or the other Trust Documents, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained herein or therein shall in any other document event require the Trustee to perform, or instrument to be responsible for the contrarymanner of performance of, neither the Custodian nor any of its Related Parties the obligations of the Servicer hereunder or under any Servicing Agreement except during such time, if any, as the Trustee shall be liable for (i) actions taken pursuant to successor to, and be vested with the instruction of rights, duties, powers and privileges of, the Instructing Party Servicer in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all or any other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;Trust Document. (c) mayExcept as otherwise authorized by the Trust Documents, with respect to questions the Trustee shall take no action if the Trustee has been notified by a Beneficiary, a Special Purpose Affiliate or a Holder, or has actual knowledge, that such action would impair the beneficial interests in the Trust, impair the value of law relating specifically to any Trust Asset or adversely affect the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion rating of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion;any related Rated Securities. (d) will All information obtained by the Trustee regarding the other parties hereto or any of their respective Affiliates, or regarding the administration of the Trust, the Lessees, the Leased Vehicles or the Leases, whether upon the exercise of its rights under this Agreement, any other Trust Document or otherwise, shall be maintained by the Trustee in confidence and shall not be responsible disclosed to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance Trust Agent, the Grantors, the UTI Beneficiaries, the Related Beneficiary, the related Holders, the Servicer or observance any related Special Purpose Affiliate unless such disclosure is required by the Borrower of any of the terms, conditions applicable law or covenants of any security agreement with the Administrative Agent regulation or the Collateral Agent; (f) will not be responsible pursuant to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4valid legal process, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any unless such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertyinformation is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein The duties and obligations of the Remarketing Agent[s] shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or in any other document obligations of or instrument to the contrary, neither the Custodian nor against [the][any] Remarketing Agent shall be read into any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction Transaction Documents. In the absence of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall gross negligence on the Custodian be liable for part of [the][a] Remarketing Agent, [the][such] Remarketing Agent may conclusively rely upon any specialdocument furnished to it, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements truth of this Agreement under the statements expressed in any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to of such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and documents. The Remarketing Agent[s] shall be fully protected with respect to anything done in acting upon any document or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper communication reasonably believed by it or them in good faith to be genuine and to have been signed signed, presented or presented made by the proper party or parties (and need not investigate parties. The Remarketing Agent[s] shall have no obligation to determine whether there is any fact or matter stated in limitation under applicable law on the Reset Rate on the Notes or, if there is any such noticelimitation, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper)the maximum permissible Reset Rate on the Notes, and [it][the Remarketing Agents] shall be entitled rely solely upon written notice from the Company (which the Company agrees to presume provide prior to the genuinenessthird Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, legal if so, the maximum permissible Reset Rate. [The][No] Remarketing Agent, acting under this Agreement, shall incur [no][any] liability to the Company or to any holder of Remarketed Notes in its individual capacity and due authority of or as Remarketing Agent for any signature appearing thereon; action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is (ha) shall not be deemed judicially determined to have or be charged resulted from its failure to comply with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to expend Section 7 of this Agreement. The provisions of this Section 10 shall survive the termination of this Agreement and shall survive the resignation or risk the Custodian’s own funds, or removal of [the][any] Remarketing Agent pursuant to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertythis Agreement.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements No provision of this Agreement under shall be construed to relieve any circumstance before it, request instructions Trustee from the Instructing Party or advice from legal counsel liability for its own grossly negligent action (or other appropriate advisor), as the case may beor, with respect to such uncertainty and may delay any handling or refrain from taking such action unless and until it has received such instructions or advice; disbursement of funds, its own negligent action), its own grossly negligent failure to act (c) mayor, with respect to questions any handling or disbursement of law relating specifically funds, its own negligent failure to the Custodial Account and Interest Reserve Accountact), apply for and obtain the advice and opinion of counselits own bad faith, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any its own breach of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the termsrepresentations, conditions warranties or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which given in its individual capacity or their judgment may cause it its own willful misfeasance or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, such Trustee or any Trust Agent, including any vice- president, trust officer or any other officer of such Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent (or, with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate in connection with a Securitization (to the extent relating to a SUBI) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding subsection (a) above, a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Servicer under any Servicing Agreement. (c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the holder, assignee or pledgee of a related SUBI Certificate or UTI Certificate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, would impair the value of any Trust Asset or would adversely affect the credit rating of any Securitization. (d) All information obtained by a Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Initial Beneficiary, any Special Purpose Entity (if applicable), any Servicer, any assignee of an interest in a UTI or UTI Certificate or any pledgee of a UTI Pledge (or any beneficiary of such pledge) and any assignee or pledgee of a SUBI Certificate, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee's discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Initial Beneficiary), or such information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) In carrying out their duties hereunder, the Titling Trustee and the Trust Agent each shall have no responsibilities, obligations or duties other than those expressly exercise the rights and powers vested in it only as set forth in this agreement. No provision of this Agreement shall be construed to relieve the Titling Trustee or the other Loan Documents Trust Agent from liability for their own negligent actions, negligent failure to which it is a partyact, and no implied dutiesbad faith or willful misfeasance or similar act or omission; provided, responsibilities or obligations however, that: (i) neither the Titling Trustee nor the Trust Agent shall be read into this Agreement against personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the Custodian; without limiting the foregoingCorporate Trust Office of, the Custodian Titling Trustee or any Trust Agent, including any the president, vice-president, assistant vice-president, trust officer, corporate secretary or assistant corporate secretary or any other officer of the Titling Trustee or such Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall have no duty be proved that the Titling Trustee or Trust Agent was negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) neither the Titling Trustee nor the Trust Agent shall be personally liable with respect to preserveany action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the UTI Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate that is not the Titling Trustee or a trust agent of the Titling Trustee in connection with a Securitized Financing (to the extent relating to the SUBI evidenced thereby) relating to the exercise of any trust, power or enforce rights in authority conferred upon the Account Property (against prior parties or otherwise);Titling Trustee under this Agreement. (b) Notwithstanding subsection (a) above, the Titling Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any instance where event require the Custodian determines that it lacks or is uncertain as Titling Trustee to its authority to take or refrain from taking certain actionperform, or be responsible for the manner of performance of, any of the obligations of a Servicer hereunder or under any related SUBI Servicing Supplement except during such time, if any, as to the requirements Titling Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, any Servicer in accordance with the terms of this Agreement under or any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;related SUBI Servicing Supplement. (c) mayExcept for actions expressly authorized by this Agreement, a SUBI Supplement, a UTI Supplement, or an amendment thereto, the Titling Trustee shall take no action as to which the Titling Trustee has been notified by a Beneficiary, or has actual knowledge, that such action would impair the beneficial interests in the Titling Trust, would impair the value of any Titling Trust Asset or would adversely affect the then outstanding credit rating issued by a Rating Agency with respect to questions any class of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it securities issued in good faith in conformity with such reasonable advice or opinion;a Securitized Financing. (d) will not be responsible to any Person for any statementAll information obtained by the Titling Trustee regarding the administration of the Titling Trust, warranty or representation made by any party other than whether upon the Custodian and any exercise of its Related Parties in connection with rights under this Agreement; (e) will have no duty to ascertain Agreement or inquire as to the performance or observance otherwise, shall be maintained by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth Titling Trustee in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine confidence and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed disclosed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and other Person other than to the person designated in (Trust Agent or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or an appropriate Beneficiary unless such disclosure is required by any provision of this Agreement applicable law or regulation or pursuant to expend or risk the Custodian’s own fundssubpoena, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertysuch information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements No provision of this Agreement under shall be construed to relieve any circumstance before it, request instructions Trustee from the Instructing Party or advice from legal counsel liability for its own grossly negligent action (or other appropriate advisor), as the case may beor, with respect to such uncertainty and may delay any handling or refrain from taking such action unless and until it has received such instructions or advice; disbursement of funds, its own negligent action), its own grossly negligent failure to act (c) mayor, with respect to questions any handling or disbursement of law relating specifically funds, its own negligent failure to the Custodial Account and Interest Reserve Accountact), apply for and obtain the advice and opinion of counselits own bad faith, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any its own breach of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the termsrepresentations, conditions warranties or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which given in its individual capacity or their judgment may cause it its own willful misfeasance or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent; provided, however, that: (i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, such Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of such Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent (or, with respect to any handling or disbursement of funds, negligent) or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Initial Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate in connection with a Securitization (to the extent relating to a SUBI) relating to the exercise of any trust power conferred upon such Trustee under this Agreement. (b) Notwithstanding subsection (a) above, a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Servicer under any Servicing Agreement. (c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the holder, assignee or pledgee of a related SUBI Certificate or UTI Certificate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, would impair the value of any Trust Asset or would adversely affect the credit rating of any Securitization. (d) All information obtained by a Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Initial Beneficiary, any Special Purpose Entity (if applicable), any Servicer, any assignee of an interest in a UTI or UTI Certificate or any pledgee of a UTI Pledge (or any beneficiary of such pledge) and any assignee or pledgee of a SUBI Certificate, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee's discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Initial Beneficiary), or such information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein The duties and obligations of the Remarketing Agent[s] shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or in any other document obligations of or instrument to the contrary, neither the Custodian nor against [the][any] Remarketing Agent shall be read into any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction Transaction Documents. In the absence of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall gross negligence on the Custodian be liable for part of [the][a] Remarketing Agent, [the][such] Remarketing Agent may conclusively rely upon any specialdocument furnished to it, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements truth of this Agreement under the statements expressed in any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to of such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and documents. The Remarketing Agent[s] shall be fully protected with respect to anything done in acting upon any document or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper communication reasonably believed by it or them in good faith to be genuine and to have been signed signed, presented or presented made by the proper party or parties (and need not investigate parties. The Remarketing Agent[s] shall have no obligation to determine whether there is any fact or matter stated in limitation under applicable law on the Reset Rate on the Notes or, if there is any such noticelimitation, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper)the maximum permissible Reset Rate on the Notes, and [it][the Remarketing Agents] shall be entitled rely solely upon written notice from the Corporation (which the Corporation agrees to presume provide prior to the genuinenessthird Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, legal if so, the maximum permissible Reset Rate. [The][No] Remarketing Agent, acting under this Agreement, shall incur [no][any] liability to the Corporation or to any holder of Remarketed Notes in its individual capacity and due authority of or as Remarketing Agent for any signature appearing thereon; action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is (ha) shall not be deemed judicially determined to have or be charged resulted from its failure to comply with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to expend Section 7 of this Agreement. The provisions of this Section 10 shall survive the termination of this Agreement and shall survive the resignation or risk the Custodian’s own funds, or removal of [the][any] Remarketing Agent pursuant to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertythis Agreement.

Duty of Care. Notwithstanding any 5.1 The Consultant warrants to and undertakes with the Authority and the Project Company that it has exercised, and will continue to exercise in the performance and discharge of the Services, all the reasonable skill care and diligence to be expected of a properly qualified and competent independent certifier experienced in the provision contained herein or in any other document or instrument of like services to the contraryServices for projects of an equivalent type, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant size, scope and complexity to the instruction of Project. 5.2 In performing the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between Services the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related PartiesConsultant shall: (a) shall have no responsibilities, obligations carry out the Services promptly and diligently and in accordance with the programmes from time to time issued by or duties other than those expressly set forth in this Agreement or on behalf of the other Loan Documents to which it is a party, Authority and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting Project Company after consultation with the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise)Consultant; (b) shall in any instance where the Custodian determines that it lacks provide and/ or is uncertain as to its authority to take or refrain from taking certain actioncarry out all advice, or as to the requirements of this Agreement under any circumstance before itsurveys, request reports, consents, comments, approvals, instructions and certificates required from the Instructing Party or advice from legal counsel (or other appropriate advisor), Consultant promptly and in good time so as the case may be, with respect not to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advicedisrupt the progress of the Project; (c) maycomply with any Act of Parliament, any instrument, rule, order, consent or permission made under any Act of Parliament and any relevant regulation or by-law of any local authority or of any statutory undertaker or of any public or private utility or undertaking which has any jurisdiction with respect to questions of law relating specifically regard to the Custodial Account and Interest Reserve Account, apply for and obtain Project or with whose systems or property the advice and opinion of counsel, and shall Project is or will be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinionconnected; (d) will not be responsible allocate and at all times maintain adequate resources to any Person for any statement, warranty or representation made by any party other than enable the Custodian and any of its Related Parties in connection Consultant to comply with this AgreementAppointment; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower notwithstanding any other provision of any of the termsthis Agreement, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agentact independently; (f) will not make all necessary enquiries that should be responsible made by a competent professional engaged in the provision of the Services (including without limitation enquiries regarding the requirements made known to any Person for it in outline by the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except Authority and/or the Project Company in relation to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the AccountsServices);; and (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or notwithstanding any other certificateprovision of this Appointment, statementshall act independently, opinionfairly, reportimpartially and in good faith as between the Authority and the Project Company and each of them and acknowledges and accepts that it owes a duty of care to each of them. 5.3 No enquiry, requestinspection, approval, sanction, comment, consent, order, appraisal, bond decision or other paper reasonably believed instruction at any time made or given by or on behalf of the Authority and/or the Project Company shall operate to exclude or limit the Consultant’s liability under this Appointment. 5.4 The Consultant hereby further acknowledges that it or them in good faith to be genuine is aware of and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment copies of the coststerms of the Project Agreement, expenses Building Contract, MPT Sub-Contract (including but not limited to reasonable attorneys’ feesas defined in the Project Agreement) and liabilities which may be incurred therein the sub-sub-contract with and confirms it will perform its duties and Services so that no act, omission or therebydefault of the Consultant shall cause, satisfactory constitute or contribute to a breach of the Custodian; and (j) shall not incur any liability for acts or omissions terms of any Agent Member for the central handling of Account Propertythose Agreements.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) In carrying out their duties hereunder, the Titling Trustee and the Trust Agent each shall have no responsibilities, obligations or duties other than those expressly exercise the rights and powers vested in it only as set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Titling Trustee or the other Loan Documents Trust Agent from liability for their own negligent actions, negligent failure to which it is a partyact, and no implied dutiesbad faith or willful misfeasance or similar act or omission; provided, responsibilities or obligations however, that: (i) neither the Titling Trustee nor the Trust Agent shall be read into this Agreement against personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the Custodian; without limiting the foregoingCorporate Trust Office of, the Custodian Titling Trustee or any Trust Agent, including the president, any vice-president, assistant vice-president, trust officer, corporate secretary or assistant corporate secretary or any other officer of the Titling Trustee or such Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall have no duty be proved that the Titling Trustee or Trust Agent was negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) neither the Titling Trustee nor the Trust Agent shall be personally liable with respect to preserveany action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the UTI Beneficiary (to the extent relating to the Undivided Trust Interest) or the holder or pledgee of a SUBI Certificate that is not the Titling Trustee or a trust agent of the Titling Trustee in connection with a Securitized Financing (to the extent relating to the SUBI evidenced thereby) relating to the exercise of any trust, power or enforce rights in authority conferred upon the Account Property (against prior parties or otherwise);Titling Trustee under this Agreement. (b) Notwithstanding subsection (a) above, the Titling Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any instance where event require the Custodian determines that it lacks or is uncertain as Titling Trustee to its authority to take or refrain from taking certain actionperform, or be responsible for the manner of performance of, any of the obligations of a Servicer hereunder or under any related SUBI Servicing Supplement except during such time, if any, as to the requirements Titling Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, any Servicer in accordance with the terms of this Agreement under or any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;related SUBI Servicing Supplement. (c) mayExcept for actions expressly authorized by this Agreement, a SUBI Supplement, a UTI Supplement, or an amendment thereto, the Titling Trustee shall take no action as to which the Titling Trustee has been notified by a Beneficiary, or has actual knowledge, that such action would impair the beneficial interests in the Titling Trust, would impair the value of any Titling Trust Asset or would adversely affect the then outstanding credit rating issued by a Rating Agency with respect to questions any class of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it securities issued in good faith in conformity with such reasonable advice or opinion;a Securitized Financing. (d) will not be responsible to any Person for any statementAll information obtained by the Titling Trustee regarding the administration of the Titling Trust, warranty or representation made by any party other than whether upon the Custodian and any exercise of its Related Parties in connection with rights under this Agreement; (e) will have no duty to ascertain Agreement or inquire as to the performance or observance otherwise, shall be maintained by the Borrower of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth Titling Trustee in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine confidence and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed disclosed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and other Person other than to the person designated in (Trust Agent or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or an appropriate Beneficiary unless such disclosure is required by any provision of this Agreement applicable law or regulation or pursuant to expend or risk the Custodian’s own fundssubpoena, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertysuch information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) In carrying out its duties hereunder, the Trustee shall have no responsibilities, obligations or duties other than those exercise the rights and powers vested in it only as expressly set forth in this Master Trust Agreement or the other Loan Documents to which it is a partySUBI Supplement, and no implied duties, responsibilities duties or obligations shall be read into this Agreement such agreements against the CustodianTrustee. No provision of this Master Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent actions, grossly negligent failure to act, bad faith or willful misconduct; without limiting provided, however, that: (i) the foregoingTrustee shall not be personally liable for payment of any fees or expenses payable to any Person or for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of, the Custodian Trustee, including any Responsible Officer thereof, unless it shall have no duty be proved in a court of competent jurisdiction that the Trustee was grossly negligent or acted with willful misconduct in performing its duties in accordance with the terms of this Master Trust Agreement or any SUBI Supplement; and (ii) the Trustee shall not be personally liable with respect to preserveany action taken, suffered or omitted to be taken in good faith in accordance with the express direction of (A) Servicer, the Grantor or the UTI Certificateholder, or (B) to the extent relating to any Sub-Trust, the Certificate Holder of such Sub-Trust, relating to the exercise of any trust, power or enforce authority conferred upon the Trustee under this Master Trust Agreement, any SUBI Supplement or any Transaction Document. (iii) In the event a pledge is registered against a Certificate on the books of the Master Trust or a Sub-Trust, the parties hereby agree that until such time as the Trustee receives written notice from the Registered Pledgee that the pledgor is in default (a “Default Notice”), upon which notice the Trustee may rely without inquiry or investigation, the pledgor, as Holder of such pledged Certificate, shall be entitled to all voting and other rights in attributable to the Account Property Holder of such pledged Certificate as set forth herein. The parties hereby further agree that from and after the receipt by the Trustee of a Default Notice, the pledgor, as Holder of such pledged Certificate, shall not be entitled to any such rights without the prior written consent of the Registered Pledgee; provided that, upon receipt of a notice from the Registered Pledgee instructing the Trustee to withdraw a previously delivered Default Notice (against prior parties or otherwisesuch notice of withdrawal, a “Withdrawal Notice”);, the pledgor, as Holder of such pledged Certificate, shall be entitled to all voting and other rights attributable to the Certificate Holders as set forth herein. (b) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Master Trust Agreement or any SUBI Supplement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. None of the provisions contained in this Master Trust Agreement, any SUBI Supplement or any Transaction Document shall in any instance where event require the Custodian determines Trustee to perform, to monitor the performance of or to be responsible for the manner of performance of any duties, rights, powers, obligations or activities of the Servicer, the Grantor, any Certificate Holder or any other Person hereunder or under any SUBI Supplement or other Transaction Document. The Trustee shall not be personally liable for the default or misconduct of the Grantor, the Servicer, any Certificate Holder or any other Person under this Master Trust Agreement, any SUBI Supplement, or any of the Transaction Documents, or otherwise. The Trustee shall be deemed to have discharged its duties hereunder and under any SUBI Supplement to the extent that it lacks any other Person has agreed under this Master Trust Agreement, any SUBI Supplement or is uncertain any Transaction Document to perform the duties and obligations of the Trustee, the Master Trust or any Sub-Trust. (c) Except for actions expressly authorized by this Master Trust Agreement, a SUBI Supplement, any Transaction Document, or an amendment hereto or thereto or as expressly instructed by the Grantor, the Servicer or a Certificate Holder, the Trustee shall take no action as to its authority to take which the Trustee has been notified in writing by the Grantor, the Servicer or refrain from taking certain actionany Holder, or as to which a Responsible Officer has actual knowledge (the requirements of this Agreement Trustee being under any circumstance before itno obligation to obtain such knowledge), request instructions from that such action would impair the Instructing Party or advice from legal counsel beneficial interests in the UTI (or other appropriate advisor), as any Sub-Trust) or would impair the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower value of any of the terms, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account PropertyMaster Trust Asset.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian Neither BNPPLC nor any of its Related Parties shall Representatives will be liable for (i) actions taken pursuant or responsible to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all any Participant or any other respects, Person for any action taken or not omitted to be taken by it (BNPPLC or them) any of its Representatives under this Agreement or in connection relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(C) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with this Agreementlegal counsel (including counsel for NAI), except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian independent public accountants and other experts selected by it and will not be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done taken or omitted to be taken in good faith by it in good faith accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation to the Participants except as provided in conformity with such reasonable advice or opinion; (d) Article 12 and will not be responsible to any Person the Participants for any statementstatements, warranty warranties or representation representations made by any party other than the Custodian and any of its Related Parties in or in connection with this Agreement; the Operative Documents; (e3) will not have no any duty to the Participants to ascertain or to inquire as to the performance or observance by the Borrower of any of the terms, covenants or conditions of the Operative Documents or covenants of any security agreement with to inspect the Administrative Agent Property or the Collateral Agent; books and records of NAI; (f4) will not be responsible to any Person the Participants for the due execution, legality, validity, enforceability, genuineness, effectiveness sufficiency or sufficiency value of the Operative Documents or any instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of NAI and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of this Agreement, except to the extent set forth in Section 6.4, Agreement or the titleOperative Documents by acting in reliance upon any notice, validity consent, certificate or genuineness of the Collateral other instrument or any Account Property writing (including any Financial Assets in telecopy, telegram, cable or delivered into the Accounts); (gtelex) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented sent by the proper party Person or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account PropertyPersons.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian Neither BNPPLC nor any of its Related Parties shall Representatives will be liable for (i) actions taken pursuant or responsible to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all any Participant or any other respects, Person for any action taken or not omitted to be taken by it (BNPPLC or them) any of its Representatives under this Agreement or in connection relation to the Operative Documents or the Property (even if negligent or related to a matter for which BNPPLC or any of its Representatives may otherwise be strictly liable); except that this provision will not excuse BNPPLC from liability for failing to make timely payments required of BNPPLC to the Participants by the express provisions of Article 2 or subparagraph 3(C) or from liability for actions taken or omitted to be taken by BNPPLC which constitute gross negligence or wilful misconduct. Without limiting the generality of the foregoing, BNPPLC (1) may consult with this Agreementlegal counsel (including counsel for NAI), except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian independent public accountants and other experts selected by it and will not be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done taken or omitted to be taken in good faith by it in good faith accordance with the advice of such counsel, accountants or experts; (2) makes no warranty or representation to the Participants except as provided in conformity with such reasonable advice or opinion; (d) Article 12 and will not be responsible to any Person the Participants for any statementstatements, warranty warranties or representation representations made by any party other than the Custodian and any of its Related Parties in or in connection with this Agreement; the Operative Documents; (e3) will not have no any duty to the Participants to ascertain or to inquire as to the performance or observance by the Borrower of any of the terms, covenants or conditions of the Operative Documents or covenants of any security agreement with to inspect the Administrative Agent Property or the Collateral Agent; books and records of NAI; (f4) will not be responsible to any Person the Participants for the due execution, legality, validity, enforceability, genuineness, effectiveness sufficiency or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness value of the Collateral Operative Documents or any Account Property instrument or document furnished in connection therewith; (5) may rely upon the representations and warranties of NAI and the Participants in exercising its powers hereunder unless BNPPLC has actual knowledge that such representations and warranties are untrue; and (6) will incur no liability under or in respect of the Operative Documents by acting upon any notice, consent, certificate or other instrument or writing (including any Financial Assets in telecopy, telegram, cable or delivered into the Accounts); (gtelex) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented sent by the proper party Person or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account PropertyPersons.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to (a) In carrying Out its duties hereunder, the contrary, neither the Custodian nor any of its Related Parties Trustee shall not be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, its individual capacity except for the Custodian’s (or their) liability for its own negligencenegligent action, its own negligent failure to act, its own bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each its own breach of its Related Parties: (a) shall have no responsibilitiesrepresentations, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions warranties or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and shall be entitled to presume the genuineness, legal capacity and due authority of any signature appearing thereon; (h) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which given in its individual capacity or their judgment may cause it its own willful misfeasance or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for similar acts or omissions of any Trust Agent: provided, however, that: -------- ------- (i) the Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any officer of, or any other employee of the corporate trust office of, the Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of the Trustee or such Trust Agent Member customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person's knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee or Trust Agent was negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Beneficiary (to the extent relating to the Unspecified Trust Interest, including in respect of the formation of a SUBI) or the holder or pledgee of a SUBI Certificate in connection with a Securitized Financing (to the extent relating to a SUBI Portfolio) relating to the exercise of any trust power conferred upon the Trustee under this Agreement. (b) Notwithstanding subsection (a) above, the Trustee shall not be -------------- required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the central handling manner or omission of Account Propertyperformance of, any of the duties or obligations of a Servicer under any Servicing Agreement or any Series Vehicle Trustee under any SUBI Supplement. (c) Except for actions expressly authorized by this Agreement, the Trustee shall take no action as to which the Trustee has been notified in writing by the Beneficiary, any Special Purpose Affiliate or other holder or pledgee of a SUBI Certificate or UTI Certificate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, would impair the value of any Trust Asset or would adversely affect the credit rating of any Securitized Financing. (d) All information obtained by the Trustee regarding the administration of the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Beneficiary, any Special Purpose Affiliate (if applicable), any Servicer, any pledgee of a UTI Pledge (or any beneficiary of such pledge) any Series Vehicle Trustee or any assignee or pledgee of a SUBI Certificate, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, required by any applicable law or regulation or pursuant to subpoena (and the Trustee has provided notice thereof to the Beneficiary), or such information is already otherwise publicly available.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian Neither GMC nor any of its Related Parties Representatives shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not omitted to be taken by it or them under this Agreement, as it may be amended or made subject to any Addenda, or any Loan Paper in good faith and believed by it or them to be within the, discretion or power conferred upon it or them by this Agreement, as it may be amended or made subject to any Addenda, or any Loan Paper, or be responsible for the consequences of any error or judgment. GMC will exercise the same care in administering the Loan Papers as it exercises with respect to similar transactions entered into solely for its own account and shall otherwise have no liability or responsibility to Purchaser except for actions taken or omitted to be taken by GMC which constitute willful misconduct or negligence. Unless indemnified to the satisfaction of GMC against loss, cost, liability, and expenses, GMC shall be under no duty to enforce any rights, remedies, or privileges with respect to any of the obligations of the Borrower under any Loan Paper and shall not be compelled to do any act hereunder or thereunder or to take any action toward the exercise or enforcement of the powers created by this agreement in respect hereof or thereof. GMC shall not be responsible in any manner to Purchaser for (a) the effectiveness, enforceability, genuineness, validity, or themdue execution of the instruments, (b) any representation, warranty, document, certificate, report or statement therein made or furnished under or in connection with this Agreementany Loan Paper, except (c) the adequacy of collateral, if any, for the Custodian’s obligations of the Borrower under any Loan Paper, (or theird) own negligencethe existence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damagespriority, or lost profits perfection of any lien or loss of businesssecurity interest, arising if any, granted or purported to be granted in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other my Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain actionPaper, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain observation of or inquire as to the performance or observance by the Borrower of compliance with any of the terms, covenants or conditions or covenants of any security agreement with Loan Paper an the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness part of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party or parties (and need not investigate any fact or matter stated in any such notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper), and Borrower. GMC shall be entitled to presume the genuineness, legal capacity and due authority notify Purchaser of any signature appearing thereon; (h) shall not be deemed material failure to have or be charged with notice or knowledge perform any obligation under the Loan and pursue appropriate remedies in the event of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (i) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own fundssuch default, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment foreclosure of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein mortgage or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions Deed of any Agent Member for the central handling of Account PropertyTrust.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties 3.01 PMFS shall not be liable for any error of judgment or for any loss suffered by the Administrator or the Trust in connection with the matters to which this agreement relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the Agent's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. 3.02 PMFS shall not be responsible for any losses arising out of or attributable to: (a) the reliance on or use by PMFS or its agents or subcontractors of information, records and documents which (i) actions taken pursuant are received by PMFS or its agents or subcontractors and furnished to the instruction it by or on behalf of the Instructing Party in accordance with this Agreement Trust, and (ii) except as otherwise provided herein as between have been prepared and/or maintained by the Custodian Trust any other person or firm on behalf of the Trust. (b) The reliance on, or the carrying out by PMFS or its agents or subcontractors of, any instructions or requests of the Trust. (c) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities or Blue Sky laws of any State or other jurisdiction that such Shares be registered in such State or other jurisdiction or in violation of any stop order or other determination or ruling by any federal agency or any State or other jurisdiction with respect to the offer or sale of such Shares in such State or other jurisdiction. 3.03 At any time PMFS may apply to any officer of the Trust for instructions, and may consult with legal counsel, with respect to any matter arising in connection with the Borrowerservices to be performed by PMFS under this Agreement, in all other respects, and PMFS and its agents or subcontractors shall not be liable for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith reliance upon such instructions or upon the opinion of such counsel. PMFS, its agents and subcontractors shall be protected and indemnified in conformity with such reasonable advice acting upon any paper or opinion; (d) will not be responsible to any Person for any statement, warranty document furnished by or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any on behalf of the termsTrust, conditions or covenants of any security agreement with the Administrative Agent or the Collateral Agent; (f) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement, except to the extent set forth in Section 6.4, or the title, validity or genuineness of the Collateral or any Account Property (including any Financial Assets in or delivered into the Accounts); (g) may rely on any notice, direction, instruction, instrument, document, resolution, officer’s certificate, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond or other paper reasonably believed by it or them in good faith to be genuine and to have been signed or presented by the proper party person or parties (and need not investigate persons, or upon any fact or matter stated in any such notice, direction, instruction, instrumentinformation, documentdata, resolutionrecords or documents provided to PMFS or its agents or subcontractors by machine readable input, officer’s certificatetelex, opinion of counsel, certificate of auditors or any other certificate, statement, opinion, report, request, consent, order, appraisal, bond CRT data entry or other paper)similar means authorized by the Trust, and shall not be entitled held to presume the genuineness, legal capacity and due have notice of any change of authority of any signature appearing thereon;person, until receipt of written notice thereof from the Trust. (h) 3.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice relating thereto has been received by the Custodian at the address and liable for damages to the person designated in (other for any damages resulting from such failure to perform or as subsequently designated pursuant to) otherwise from such causes. 3.05 Neither party to this Agreement; (i) Agreement shall not be obligated or required by liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability, unless the Custodian shall have been provided with security or indemnity for the payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which may be incurred therein or thereby, satisfactory to the Custodian; and (j) shall not incur any liability for acts or omissions of any Agent Member for the central handling of Account Propertyact hereunder.