Common use of Limitation on Liability of Master Servicer and Others Clause in Contracts

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the 69 75 performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Master Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent other provision to the contrary herein, the Indenture Trustee shall not be liable for any obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations any Related Document, and duties under this Agreement. Except as provided in this Agreementthe Owner Trustee, the Seller and the Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. Such Indenture Trustee may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents and Noteholders except in the rights and duties case of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentsnegligence or willful misconduct by such Indenture Trustee.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Administrator, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Master Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent other provision to the contrary herein, the Indenture Trustee and the Administrator shall not be liable for any obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations any Related Document, and duties under this Agreement. Except as provided in this Agreementthe Owner Trustee, , the Delaware Trustee, the Seller and the Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of Successor Master Servicer and in the capacity as Indenture Trustee. Such Indenture Trustee may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents and Noteholders except in the rights and duties case of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentsnegligence or willful misconduct by such Indenture Trustee.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement. The Master Servicer and any director, officer, officer or employee or agent of the Master Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with under this Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and Agreement, the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders Noteholders and Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer, and the Master Servicer shall be entitled to be reimbursed therefor. Any amounts due the Master Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Master Servicer have been made. (c) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to the performance of the Master Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Master Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Master Servicer under this Agreement. Any amounts due the Master Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee and the Securities Administrator have been made. (d) The parties acknowledge that the direct servicing and custodianship of the Receivables will initially be conducted by the Receivables Servicers, and that the Master Servicer will not directly service or maintain custody of the Receivables or become obligated to do so unless, with respect to any of the Receivables, the related Receivables Servicer resigns or is terminated under the Basic Documentsrelated Receivables Servicing Agreement and no successor Receivables Servicer is named thereunder. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders for any action or inaction of the Receivables Servicers and shall not in any way be responsible for the performance of the Receivables Servicers of their servicing or other obligations. The Master Servicer shall, however, acting on behalf of the Trust, enforce the obligations of the Receivables Servicers relating to the servicing and custody of the Receivables under the respective Receivables Servicing Agreements, and in so doing: (i) If any Receivables Servicer Termination Event has occurred and is continuing under the related Receivables Servicing Agreement, the Master Servicer shall exercise the rights and powers vested in it by this Agreement and the related Receivables Servicing Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (ii) With respect to each Receivables Servicer and the related Receivables Servicing Agreement, except during the continuance of a Receivables Servicer Termination Event with respect to such Receivables Servicer: (A) the Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Master Servicer; and (B) in the absence of bad faith on its part, the Master Servicer may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Master Servicer and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, however, that the Master Servicer shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement. (iii) The Master Servicer may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (A) this paragraph does not limit the effect of paragraph (ii) of this Section 6.4(d); (B) the Master Servicer shall not be liable for any error of judgment made in good faith by an Authorized Officer unless it is proved that the Master Servicer was negligent in ascertaining the pertinent facts; and (C) the Master Servicer shall not be liable with respect to any action it takes or omits to take in good faith in accordance with an Issuer Request given in accordance with the terms of this Agreement or the Indenture. (iv) The Master Servicer shall not be charged with knowledge of any Receivables Servicer Termination Event unless either (1) an Authorized Officer shall have actual knowledge of such Receivables Servicer Termination Event or (2) written notice of such Receivables Servicer Termination Event shall have been given to the Master Servicer in accordance with the provisions of this Agreement. (v) The Master Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Master Servicer need not investigate any fact or matters stated in any such document. (vi) Before the Master Servicer acts or refrains from acting, it may require an Officer's Certificate from the Issuer or an Opinion of Counsel. The Master Servicer shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or Opinion of Counsel. (vii) Neither the Master Servicer nor any of its officers, directors, employees or agents shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Master Servicer does not constitute willful misconduct, negligence or bad faith. (viii) The right of the Master Servicer, with respect to its enforcement of the related Receivables Servicing Agreement, to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Master Servicer shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (ix) Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Indenture Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to Norwest Bank Minnesota, prosecute National Association acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. Norwest Bank Minnesota, National Association may, in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by Norwest Bank Minnesota, National Association of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentswillful misconduct by Norwest Bank Minnesota, National Association.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.and

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Indenture Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to The Chase Manhattan Bank acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. The Chase Manhattan Bank may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by The Chase Manhattan Bank of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentswillful misconduct by The Chase Manhattan Bank.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders Trustee or the Certificateholders, except as provided under this Agreement, Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the its performance of its duties or by reason of reckless disregard of for its obligations and duties under this AgreementIndenture. The Master Servicer Sxxxxxxx and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. (b) hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to master service the Contracts Mortgage Loans in accordance with this Agreement, Indenture and that in its opinion may involve it in any expense expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any reasonable such action that it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents Indenture and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Securityholders under Bondholders hereunder. In such event, the Basic Documentslegal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer and the Master Servicer shall be entitled to be reimbursed therefor out of the Distribution Account. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to the extent the Issuer incurs damages or expenses as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers in this Indenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentand each Basic Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or any violation of law by the Master Servicer, the Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee. The Master Servicer Servicer, the Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreementeach Basic Document, and the Seller and the Certificateholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to [Name of Trustee] acting in the potential dual capacity of successor Master Servicer and in the capacity as Trustee. [Name of Trustee] may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by [Name of Trustee] of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Certificateholders except in the case of negligence and the rights and duties willful misconduct by [Name of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic DocumentsTrustee].

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to The Chase Manhattan Bank acting in the potential dual capacity of successor Master Servicer and in the capacity as Trustee. The Chase Manhattan Bank may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by The Chase Manhattan Bank of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentswillful misconduct by The Chase Manhattan Bank.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Indenture Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicers indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. (b) . The Master Servicer and Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any director of its duties hereunder, or officer in the exercise of any of its rights or employee powers, if the repayment of such funds or agent adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be liable for any obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. The parties expressly acknowledge and consent to U.S. Bank National Association acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. U.S. Bank National Association may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentswillful misconduct by U.S. Bank National Association.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. (b) . The Master Servicer and any director Indenture Trustee shall not be required to expend or officer risk its own funds or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, otherwise incur financial liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard any of its obligations and duties under this Agreement. Except as provided hereunder, or in this Agreementthe exercise of any of its rights or powers, if the Master Servicer shall repayment of such funds or adequate written indemnity against such risk or liability is not be under any obligation reasonably assured to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense writing prior to the expenditure of risk of such funds or incurrence of financial liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement. The Master Servicer and any director, officer, officer or employee or agent of the Master Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with under this Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and Agreement, the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders Noteholders and Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer, and the Master Servicer shall be entitled to be reimbursed therefor. Any amounts due the Master Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Master Servicer have been made. (c) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys’ fees and expenses incurred in connection with any legal action relating to the performance of the Master Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Master Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Master Servicer under this Agreement. Any amounts due the Master Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee and the Securities Administrator have been made. (d) The parties acknowledge that the direct servicing and custodianship of the Receivables will initially be conducted by the Receivables Servicer, and that the Master Servicer will not directly service or maintain custody of the Receivables or become obligated to do so unless, with respect to any of the Receivables, the Receivables Servicer resigns or is terminated under the Basic DocumentsReceivables Servicing Agreement and no successor Receivables Servicer is named thereunder. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders for any action or inaction of the Receivables Servicer and shall not in any way be responsible for the performance of the Receivables Servicer of their servicing or other obligations. The Master Servicer shall, however, acting on behalf of the Trust, enforce the obligations of the Receivables Servicer relating to the servicing and custody of the Receivables under the Receivables Servicing Agreement, and in so doing: (i) If any Receivables Servicer Termination Event has occurred and is continuing under the related Receivables Servicing Agreement, the Master Servicer shall exercise the rights and powers vested in it by this Agreement and the related Receivables Servicing Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (ii) Except during the continuance of a Receivables Servicer Termination Event with respect to the Receivables Servicer: (A) the Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Master Servicer; and (B) in the absence of bad faith on its part, the Master Servicer may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Master Servicer and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, however, that the Master Servicer shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement. (iii) The Master Servicer may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (A) this paragraph does not limit the effect of paragraph (ii) of this Section 6.4(d); (B) the Master Servicer shall not be liable for any error of judgment made in good faith by an Authorized Officer unless it is proved that the Master Servicer was negligent in ascertaining the pertinent facts; and (C) the Master Servicer shall not be liable with respect to any action it takes or omits to take in good faith in accordance with an Issuer Request given in accordance with the terms of this Agreement or the Indenture. (iv) The Master Servicer shall not be charged with knowledge of any Receivables Servicer Termination Event unless either (1) an Authorized Officer shall have actual knowledge of such Receivables Servicer Termination Event or (2) written notice of such Receivables Servicer Termination Event shall have been given to the Master Servicer in accordance with the provisions of this Agreement. (v) The Master Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Master Servicer need not investigate any fact or matters stated in any such document. (vi) Before the Master Servicer acts or refrains from acting, it may require an Officer’s Certificate from the Issuer or an Opinion of Counsel. The Master Servicer shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (vii) Neither the Master Servicer nor any of its officers, directors, employees or agents shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Master Servicer does not constitute willful misconduct, negligence or bad faith. (viii) The right of the Master Servicer, with respect to its enforcement of the Receivables Servicing Agreement, to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Master Servicer shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (ix) Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Administrator, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Administrator or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Master Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent other provision to the contrary herein, the Indenture Trustee and the Administrator shall not be liable for any obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations any Related Document, and duties under this Agreement. Except as provided in this Agreementthe Owner Trustee, the Seller and the Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. Such Indenture Trustee may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents and Noteholders except in the rights and duties case of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentsnegligence or willful misconduct by such Indenture Trustee.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Master Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent other provision to the contrary herein, the Indenture Trustee shall not be liable for any obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations any Related Document, and duties under this Agreement. Except as provided in this Agreementthe Owner Trustee, the Delaware Trustee, the Seller and the Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. Such Indenture Trustee may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents and Noteholders except in the rights and duties case of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentsnegligence or willful misconduct by such Indenture Trustee.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Master Servicer Servicer, the Administrator, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Administrator or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Master Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent other provision to the contrary herein, the Indenture Trustee and the Administrator shall not be liable for any obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations any Related Document, and duties under this Agreement. Except as provided in this Agreementthe Owner Trustee, the Seller and the Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of Successor Master Servicer and in the capacity as Indenture Trustee. Such Indenture Trustee may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents and Noteholders except in the rights and duties case of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentsnegligence or willful misconduct by such Indenture Trustee.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer nor Servicer, the Custodian or any of the directors, officers, employees or agents of the Master Servicer or the Custodian shall be under any liability to the Indenture Trustee or the Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer, the Custodian or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. Without limiting the foregoing, neither the Master Servicer nor the Custodian shall be responsible with respect to any duties that it delegates to sub-contractors or subservicers (including the Receivables Servicer) and neither will be obligated or liable to the Issuer and the Indenture Trustee for the conduct or misconduct of such sub-contractors or subservicers (including the Receivables Servicer) selected by the Master Servicer or the Custodian with reasonable care. The Master Servicer, the Custodian and any director, officer, employee or agent of the Master Servicer or the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Master Servicer nor the Custodian shall be liable for any acts or omissions of any sub-contractor or subservicer (including the Receivables Servicer) except to the extent that damages or expenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the gross negligence, willful misfeasance, bad faith or recklessness of the Master Servicer or the Custodian in monitoring the obligations of the sub-contractors or subservicers (including the Receivables Servicer) referred to in this Agreement. (b) None of the Master Servicer, the Custodian or any of the directors or officers or employees or agents of the Master Servicer or the Custodian shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer Servicer, the Custodian or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementherein. The Master Servicer Servicer, the Custodian and any director, officer, officer or employee or agent of the Master Servicer or the Custodian may reasonably rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this AgreementAgreement or under the other Transaction Documents. (bc) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, neither the Master Servicer nor the Custodian shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service service, or with respect to custody of, the Contracts Receivables in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer or the Custodian may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Transaction Documents and the rights and duties of the parties Parties to this Agreement and the other Basic Transaction Documents and the interests of the Securityholders under Issuer in the Basic Transaction Documents. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer and the Master Servicer and the Custodian shall be entitled to be reimbursed therefor, and the Issuer shall defend, indemnify and hold harmless the Master Servicer and the Custodian from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting therefrom.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer any such Persons shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenta Related Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person pertaining to any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors contained in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations any Related Document, and duties under this Agreement. Except as provided in this Agreementthe Owner Trustee, the Delaware Trustee, the Seller and the Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. Such Indenture Trustee may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents and Noteholders except in the rights and duties case of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentsnegligence or willful misconduct by such Indenture Trustee.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Indenture Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Indenture Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or 47 Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Indenture Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Indenture Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. The Indenture 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to U.S. Bank National Association acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. U.S. Bank National Association may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentswillful misconduct by U.S. Bank National Association.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.its

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement. The Master Servicer and any director, officer, officer or employee or agent of the Master Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with under this Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and Agreement, the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders Noteholders and Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer, and the Master Servicer shall be entitled to be reimbursed therefor. Any amounts due the Master Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Master Servicer have been made. (c) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to the performance of the Master Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Master Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Master Servicer under this Agreement. Any amounts due the Master Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee and the Securities Administrator have been made. (d) The parties acknowledge that the direct servicing and custodianship of the Receivables will initially be conducted by the Receivables Servicer, and that the Master Servicer will not directly service or maintain custody of the Receivables or become obligated to do so unless, with respect to any of the Receivables, the Receivables Servicer resigns or is terminated under the Basic DocumentsReceivables Servicing Agreement and no successor Receivables Servicer is named thereunder. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders for any action or inaction of the Receivables Servicer and shall not in any way be responsible for the performance of the Receivables Servicer of their servicing or other obligations. The Master Servicer shall, however, acting on behalf of the Trust, enforce the obligations of the Receivables Servicer relating to the servicing and custody of the Receivables under the Receivables Servicing Agreement, and in so doing: (i) If any Receivables Servicer Termination Event has occurred and is continuing under the related Receivables Servicing Agreement, the Master Servicer shall exercise the rights and powers vested in it by this Agreement and the related Receivables Servicing Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (ii) Except during the continuance of a Receivables Servicer Termination Event with respect to the Receivables Servicer: (A) the Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Master Servicer; and (B) in the absence of bad faith on its part, the Master Servicer may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Master Servicer and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, however, that the Master Servicer shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement. (iii) The Master Servicer may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (A) this paragraph does not limit the effect of paragraph (ii) of this Section 6.4(d); (B) the Master Servicer shall not be liable for any error of judgment made in good faith by an Authorized Officer unless it is proved that the Master Servicer was negligent in ascertaining the pertinent facts; and (C) the Master Servicer shall not be liable with respect to any action it takes or omits to take in good faith in accordance with an Issuer Request given in accordance with the terms of this Agreement or the Indenture. (iv) The Master Servicer shall not be charged with knowledge of any Receivables Servicer Termination Event unless either (1) an Authorized Officer shall have actual knowledge of such Receivables Servicer Termination Event or (2) written notice of such Receivables Servicer Termination Event shall have been given to the Master Servicer in accordance with the provisions of this Agreement. (v) The Master Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Master Servicer need not investigate any fact or matters stated in any such document. (vi) Before the Master Servicer acts or refrains from acting, it may require an Officer's Certificate from the Issuer or an Opinion of Counsel. The Master Servicer shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or Opinion of Counsel. (vii) Neither the Master Servicer nor any of its officers, directors, employees or agents shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Master Servicer does not constitute willful misconduct, negligence or bad faith. (viii) The right of the Master Servicer, with respect to its enforcement of the Receivables Servicing Agreement, to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Master Servicer shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (ix) Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to The Chase Manhattan Bank acting in the potential dual capacity of successor Master Servicer and in the capacity as Trustee. The Chase Manhattan Bank may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by The Chase Manhattan Bank of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documentswillful misconduct by The Chase Manhattan Bank.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer Servicer, the Trustee nor any of the directors, officers, directors or officers or employees or agents of the Master Servicer or the Trustee shall be under any liability to the Issuer, the Noteholders or the CertificateholdersTrust, except as provided under in this AgreementAgreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or for errors in judgmentSeries Related Document; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer Servicer, the Trustee or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee and the Owner Trustee, in their individual capacities. The Master Servicer Servicer, the Trustee and any director, officer, employee or agent of the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. 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 hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Master Servicer and Notwithstanding anything herein to the contrary, the Trustee shall not be liable for any director or officer or employee or agent obligation of the Master Servicer shall be reimbursed by contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in Seller and the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, Noteholders shall look only to the Master Servicer shall not be under any obligation to appear inperform such obligations. (c) The parties expressly acknowledge and consent to [Name of Trustee] acting in the potential dual capacity of successor Master Servicer and in the capacity as Trustee [Name of Trustee] may, prosecute in such dual or defend any legal action that shall not be incidental other capacity, discharge its separate functions fully, without hindrance or regard to its conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to service the Contracts extent that any such conflict or breach arises from the performance by [Name of Trustee] of express duties set forth in accordance with this Agreement, and that in its opinion may involve it Agreement in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the other Basic Documents Noteholders except in the case of negligence and the rights and duties willful misconduct by [Name of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic DocumentsTrustee].

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. 70 Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and 65 71 the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Securityholders under the Basic Documents.. 66 72 ARTICLE EIGHT