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

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Seller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) 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 Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The In such event, the reasonable legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerTrust Estate and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may 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 respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor the Sub-Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Sub-Servicer, as the case may be, shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholder, 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 Servicer, the Sub-Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer, the Sub-Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Sub-Servicer, as the case may be, 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. Except as otherwise provided in this Agreement, neither the Servicer nor the Sub-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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-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 Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Securityholders for any action taken or for refraining from the taking of any action pursuant to this Agreement hereto, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any directorof its respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreementherein, the 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 administer and service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Certificateholders or any Securityholderthe Noteholders, 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer, and the Servicer will not be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and Owner the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Residual Interestholders, except as provided under this AgreementAgreement or the other Transaction Documents, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Residual Interestholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Noteholders or any Securityholderthe 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 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 in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither Subject to Section 7.02, neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Trust Collateral Agent, the Noteholders or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for errors in judgmentthe good faith business judgment of the Servicer; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of bad faith, willful misfeasancemisconduct in the performance of duties, bad faith or by reason of negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any advice of counsel, Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors or other document of any kind prima facie properly executed 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. Except as otherwise provided in this Agreement, the 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 Receivables Loans and the related Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs costs, and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any directormanager, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability liable to the Issuer Issuer, the Indenture Trustee, the Bondholders or any Securityholderother Person, 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 good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Receivables Recovery Property in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Consumers under this Agreement Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from FRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Noteholders under Servicing Fee) in accordance with the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and liabilities of the Issuerexpenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Noteholders or any Securityholder, except as provided under this Agreement, the Certificateholders 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 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 in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer Servicer, and any directorits directors, officerofficers, employee or agent of the Servicer employees and agents, may 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 respecting in respect of any matters arising under this Agreement. Except as otherwise provided in this Agreement, the . (b) The 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Certificateholders or the Noteholders, or any Securityholderother Person, except as expressly 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer, and the Servicer will not be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may 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 respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe 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 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 in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders, the Note Insurer, the Swap Counterparty or any Securityholderthe Residual Interestholders, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Residual Interestholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders, or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will 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 the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own grossly negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will 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 the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Seller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) 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 Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The In such event, the reasonable legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerTrust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and action. Notwithstanding Section 8.01, the Servicer shall not be required to indemnify, or otherwise be liable to, the Owner or those referenced above for any liability resulting therefrom will be expenses, costs and liabilities of Liability which the IssuerOwner is required to indemnify for pursuant to Section 8.01(c) above.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Certificateholders or the Noteholders, or any Securityholderother Person, except as expressly 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any directormanager, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer, and the Servicer will not be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer, and the Servicer shall be entitled to be reimbursed therefor. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date in accordance with Section 4.4(a).

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer 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 the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, members, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, member, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables Student Loans in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Certificateholders, the Noteholders or any Securityholderother Person, except as expressly 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer, and the Servicer will not be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe 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 will not protect the 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 in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. Except as otherwise provided in this Servicing Agreement, including Section 5.02(d) and Section 5.02(e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Securitization Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or any Securityholderthe 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental related to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may 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 respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the 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 Receivables Loans in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Related Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Related Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Trustee or any Securityholderthe Certificateholders, except as provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement Agreement. (c) The Servicer and any director, officer, employee or agent of the Noteholders Servicer may 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 respecting any matters arising under the Indenturethis Agreement. The Servicer shall not be under any obligation to appear in, prosecute, nor defend any legal expenses action that shall not be incidental to its obligations under this Agreement, and costs of such action and that in its opinion may involve it in any liability resulting therefrom will be expenses, costs and liabilities of the Issuerexpense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) 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 protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Certificate Paying Agent, the Noteholders or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may 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 respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting with respect to any matters matter arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor the Sub-Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Sub-Servicer, as the case may be, shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholder, 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 Servicer, the Sub-Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer, the Sub-Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Sub-Servicer, as the case may be, 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. Except as otherwise provided in this Agreement, neither the Servicer nor the Sub-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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-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 Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations substantially in accordance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie appearing to be properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense expenses or liability; provided, however, that Servicer may, with the Servicer may consent of Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and xxxxxx.Xx such event, the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the Issuerfor which Owner will be liable. Servicer shall be entitled to be reimbursed therefor from Owner upon written demand.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trustee, the Trust or any Securityholderthe 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 Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental related to its duties to service the Receivables in accordance with this Agreement as Servicer hereunder and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem deems necessary or desirable in with respect of to 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Contributor, the Noteholders or any Securityholder, the Trustee except as provided under in this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or duties, by reason of reckless disregard of obligations and duties under this AgreementAgreement or any violation of law by the Servicer or such person, as the case may be; provided further, that this provision shall not affect any liability to indemnify the Issuer and the Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Issuer or the Trustee, each in its individual capacity. The Servicer and any director, officer, employee or agent of the Servicer may 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 respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) 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 Related Agreements to this Agreement and the other Basic Documents and protect the interests of the Certificateholders Holders under this Agreement and the Noteholders under Related Agreements. In such event, the Indenture. The legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and action, unless any liability resulting therefrom will be expenses, such costs and liabilities result from a breach of the IssuerServicer's representations and warranties made herein or its failure to perform its obligations in strict compliance with this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer or any SecurityholderNoteholder, 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 any other Further Transfer and Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person 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 the Servicer’s duties or by reason of reckless disregard of obligations and duties under this Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may 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 respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the Servicer 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 the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 interests of the Securityholders under this Agreement and the Noteholders and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under this Agreement and the Noteholders under Trust Agreement. In such event, the Indenture. The legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerIssuer and the Servicer shall be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedprovided that Servicer, however, that the Servicer may (but shall not be required to) 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 protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer[, the Swap Counterparty] or any Securityholder, 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or the Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. Except as otherwise provided in this Servicing Agreement, including Section 5.02(d) and Section 5.02(e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Securitization Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that shall is not be incidental directly related to one of the Servicer's enumerated duties in this Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement Agreement. The Servicer's costs and expenses incurred in connection with any such proceeding shall be payable from TC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Noteholders under Servicing Fee) in accordance with the Indenture. The legal expenses Servicer's obligations pursuant to this Section 6.04 shall survive and costs continue notwithstanding that payment of such action and any liability resulting therefrom will Operating Expense may be expenses, costs and liabilities delayed pursuant to the terms of the IssuerIndenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or its managers, the Indenture Trustee, the Environmental Control Bondholders, the PSCWV or any Securityholderother Person, 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 either the Servicer or any such person other Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement and provided further that nothing in this Section 5.05 shall limit the Servicer’s liabilities or obligations of the Servicer to indemnify as set forth in Section 5.02 of this Agreement. The Servicer and any directorof its directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. . (b) The Servicer acknowledges that the PSCWV has authority to enforce all provisions of this Agreement for the benefit of Customers, including without limitation the enforcement of Section 5.02(c), provided that such enforcement is consistent with the State Pledge. (c) Except as otherwise provided in this Agreement, the Servicer 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 the Receivables Environmental Control Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or its managers, the Indenture Trustee, the Environmental Control Bondholders, the PSCWV or any Securityholderother Person, 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 either the Servicer or any such person other Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement and provided further that nothing in this Section 5.05 shall limit the Servicer’s liabilities or obligations of the Servicer to indemnify as set forth in Section 5.02 of this Agreement. The Servicer and any directorof its directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. . (b) The Servicer acknowledges that the PSCWV has authority to enforce all provisions of this Agreement for the benefit of Customers, including without limitation the enforcement of Section 5.02(c), provided that such enforcement is consistent with the State Pledge. (c) Except as otherwise provided in this Agreement, the Servicer 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 the Receivables Transferred Environmental Control Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the No directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trustee, the Obligors or any Securityholderof the Noteholders, except as provided under in this Master Agreement, for any action taken or for refraining from the taking of any action pursuant to this Master Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreementherein, the Servicer 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 the Receivables each Series Trust Estate in accordance with this Master Agreement and each Series Supplement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake take any reasonable such action that it is reasonable and that may deem be necessary or desirable in respect of this Master Agreement and the other Basic Documents each Series Supplement and the rights and duties of the parties to this Agreement hereto and the other Basic Documents thereto and the interests of the Certificateholders under this Agreement Trustee hereunder and thereunder. In the Noteholders under event the Indenture. The Servicer takes such action, the reasonably incurred legal expenses and costs of such action and any liability liabilities resulting therefrom will shall be expenses, costs and liabilities of the Issuerrelated Series Trust Estate, and the Servicer shall be entitled to be reimbursed therefor in accordance with the terms hereof.

Limitation on Liability of Servicer and Others. Neither (a) Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance, bad faith or negligence misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. . (b) Except as otherwise provided in this Servicing Agreement, including Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Series Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Delaware Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer Servicer, may (but shall not be required to) 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 protect the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders[, the Swap Counterparty] or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer, and the Servicer shall be entitled to be reimbursed therefor. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date in accordance with Section 4.4(a).

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer or any SecurityholderNoteholder, 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 any other Further Transfer and Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person 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 the Servicer’s duties or by reason of reckless disregard of obligations and duties under this Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may 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 respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the Servicer 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 the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and Financial Parties. In such event, the Noteholders under the Indenture. The legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerIssuer and the Servicer shall be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders, the Swap Counterparty or any Securityholderthe Certificateholder, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Certificateholder under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither Except as provided in Section 5.04 and with respect to Indenture Trustee, Section 6.07 of the Indenture, neither Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to Issuer, Owner Trustee, Indenture Trustee, the Issuer Holders, any Enhancement Providers or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability; provided. Servicer may, howeverin its sole discretion, that the Servicer may undertake any reasonable such legal action that which it may deem necessary or desirable in for the benefit of the Holders with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureHolders hereunder. The legal expenses and costs Servicer shall not be liable for any settlement of such any claim or action and any liability resulting therefrom will effected without its prior written consent, which shall not be expenses, costs and liabilities of the Issuerunreasonably withheld.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Seller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the reasonable legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerTrust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Note Insurer, the Trustee or any Securityholderthe Noteholders, except as provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement Agreement, or for errors in judgment; provided, provided however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence of the Servicer in connection with the performance transactions contemplated by this Agreement and any of duties the other Transaction Documents, or the breach by reason the Servicer of reckless disregard any of obligations and duties its representations, warranties or covenants hereunder or under this Agreementany of the other Transaction Documents. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the . (b) The 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liabilityAgreement; provided, however, that the 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 Certificateholders Noteholders under this Agreement and the Noteholders under the Indenture. Agreement. (c) The legal expenses and costs of such action Servicer and any liability resulting therefrom will be expensesdirector, costs and liabilities officer, employee or agent of the IssuerServicer may 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 respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. Neither (a) Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance, bad faith or negligence misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or the Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. . (b) Except as otherwise provided in this Servicing Agreement, including but not limited to Section 5.02(d) and Section 5.02(e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Securitization Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Residual Interestholders, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Residual Interestholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer or any SecurityholderNoteholder, 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 any other Further Transfer and Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person 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 the Servicer's duties or by reason of reckless disregard of obligations and duties under this Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may 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 respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the Servicer 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 the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 interests of the Securityholders under this Agreement and the Noteholders and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under this Agreement and the Noteholders under Trust Agreement. In such event, the Indenture. The legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerIssuer and the Servicer shall be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Trustee or any Securityholderthe Certificateholders, except as provided under this in the Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement the Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this the Agreement. The Servicer and any director, officer, employee or agent of the 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 the Agreement. . (b) Except as otherwise provided in this the Agreement, the 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 Receivables in accordance with this Agreement the Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this the Agreement and the other Basic Documents and the rights and duties of the parties to this the Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement the Agreement. (c) The Servicer and any director, officer, employee or agent of the Noteholders Servicer may 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 respecting any matters arising under the IndentureAgreement. The Servicer shall not be under any obligation to appear in, prosecute, nor defend any legal expenses action that shall not be incidental to its obligations under the Agreement, and costs of such action and that in its opinion may involve it in any liability resulting therefrom will be expenses, costs and liabilities of the Issuerexpense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders, the Swap Counterparty or any Securityholderthe Residual Interestholders, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Residual Interestholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents of the Servicer shall not be under any liability to the Issuer Trust, Trustee, the Holders, any Credit Enhancement Provider or any Securityholder, except as provided under this Agreement, for any action taken other Person hereunder or for refraining from the taking of any action pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement or for errors in judgmentand any Supplement and the issuance of the Certificates; provided, however, provided that this provision shall not protect the directors, officers, employees and agents of Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and Trustee, its officers, directors, employees and agents, Servicer shall not be under any liability to the Trust, Trustee, its officers, directors, employees and agents, the Holders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this AgreementAgreement or any Supplement; provided that this provision shall not protect Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables in accordance with this Agreement and that which in its reasonable opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Note Insurer, the Trustee or any Securityholderthe Noteholders, except as provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement Agreement, or for errors in judgment; provided, provided however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence of the Servicer in connection with the performance transactions contemplated by this Agreement and any of duties the other Transaction Documents, or the breach by reason the Servicer of reckless disregard any of obligations and duties its representations, warranties or covenants hereunder or under this Agreementany of the other Transaction Documents. The Servicer and any director, officer, employee or agent of the 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) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders under this Agreement and the Noteholders under the Indenture. Agreement. (c) The legal expenses and costs of such action Servicer and any liability resulting therefrom will be expensesdirector, costs and liabilities officer, employee or agent of the IssuerServicer may 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 respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person 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 Servicer or any such person director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith misconduct or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liabilityRRB Property; provided, however, that the Servicer may may, in respect of any proceeding, undertake any reasonable action that it may deem is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither Subject to Section 7.02, neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Trust Collateral Agent or any Securityholderthe Class A Noteholders or the Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for errors in judgmentthe good faith business judgment of the Servicer; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of bad faith, willful misfeasancemisconduct in the performance of duties, bad faith or by reason of negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any advice of counsel, Opinion of Counsel or on any Officer's Certificate of the Seller or certificate of auditors or other document of any kind prima facie properly executed 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. Except as otherwise provided in this Agreement, the 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 Receivables Dealer Loans and the related Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Class A Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs costs, and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders[, the Insurer] or any Securityholderthe Residual Interestholders, 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 will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misconduct or bad faith or in the performance of duties of negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this Agreement. The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders and the Residual Interestholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, breach of contract or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties (except for errors in judgment) under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) 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 protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither (a) Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance, bad faith or negligence misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. . (b) Except as otherwise provided in this Servicing Agreement, including Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Deferred Fuel Cost Property that shall is not be incidental related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable appropriate in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Servicing Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own grossly negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Servicing Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Servicing Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Servicing Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Servicing Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Servicing Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the 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 Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Servicing Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Servicing Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Certificateholders or the Noteholders, or any Securityholderother Person, except as expressly 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the Issuer.Servicer, and the Servicer will not be entitled to be reimbursed therefor. 49 (Nissan 2016-C Sale and Servicing Agreement)

Limitation on Liability of Servicer and Others. Neither (a) Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misfeasance, bad faith or negligence misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or any Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. . (b) Except as otherwise provided in this Servicing Agreement, including but not limited to Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Environmental Control Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders[, the Swap Counterparty] or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations 26 Sale and Servicing Agreement (20[ ]-[ ]) and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Swap Counterparty or any Securityholder, 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither (a) None of the Servicer nor Servicer, the Custodian or any of the directors, officers, employees or agents of the Servicer or the Custodian shall be under any liability to the Issuer Indenture Trustee, the Issuer, the Noteholders, the Certificateholders or any Securityholder, except as provided under this Agreement, other Person for any action taken it takes or for refraining from omits to take in good faith which it believes to be authorized or within its rights or powers, unless the taking of any action pursuant to this Agreement Servicer’s or for errors in judgment; providedCustodian’s conduct, howeveras applicable, that this provision shall not protect the Servicer constitutes willful misconduct, negligence or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementfaith. The Servicer Servicer, the Custodian and any director, officer, officer or employee or agent of the 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 respecting any matters arising under this Agreement. Agreement or under the other Transaction Documents. (b) Except as otherwise provided in this Agreement, neither the 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 Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and Issuer in the Noteholders under Transaction Documents. In such event, the Indenture. The legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer except to the extent otherwise provided herein.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents 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) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) 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 Related Agreements to this Agreement and the other Basic Documents and protect the interests of the Certificateholders Holders under this Agreement and the Noteholders under Related Agreements. In such event, the Indenture. The legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither (a) Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of negligence, recklessness or willful misfeasance, bad faith or negligence misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. . (b) The Servicer acknowledges that the Commission, acting on its own behalf, has authority to enforce all provisions of this Servicing Agreement for the benefit of Customers, including without limitation the enforcement of Section 6.02(e). (c) Except as otherwise provided in this Servicing Agreement, including Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Series Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders, the Insurer, the Swap Counterparty or any Securityholderthe Residual Interestholders, except as provided under this AgreementAgreement or the other Transaction Documents to which it is a party, 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 will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this Agreement. The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders Noteholders, the Insurer and the Residual Interestholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, 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 will 27 Sale and Servicing Agreement (SDART 2021-3) not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders [, the Swap Counterparty] or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, 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 will not protect the 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 in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the 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 Seller 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) Except as otherwise provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Administrative Agent or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted have been adopted or signed by any Person the proper authorities respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Eligible Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may may, with the consent of the Majority Owners undertake any reasonable such action that which it may deem necessary or desirable in with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Certificateholders, the Noteholders or any Securityholderother Person, except as expressly 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 Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in 55 (Nissan 2015-A Sale and Servicing Agreement) good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . (b) Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement Agreement, and that in its opinion may involve cause it in to incur any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer, and the Servicer will not be entitled to be reimbursed therefor.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Indenture Trustee, the Certificateholders or any Securityholderthe Noteholders, 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 judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the 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. Except as otherwise provided in this Agreement, the 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 Receivables in accordance with this Agreement (collection actions with respect to Defaulted Receivables are understood to be incidental to the Servicer's duties to service the Receivables), and that in its opinion may involve it in any expense or liability; provided, however, that the 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 Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the Company, nor any of the directors, officers, employees or agents of the Servicer or the Company shall be under any liability to the Issuer Trustees, the Trust or any Securityholder, except as provided under this Agreement, the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer Servicer, the Company or any such person Person against any breach of warranties or representations made herein, or failure to perform its or his obligations in compliance with any standard of care set forth in this Agreement, or any liability that which otherwise would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. . (b) The Servicer and any director, officer, employee or agent of the 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. hereunder. (c) Except as otherwise provided in this Agreementarises from its duties as Servicer hereunder, the 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 Receivables in accordance with which arises under this Agreement and that which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer and the Company may in its discretion undertake any reasonable such action that which 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 hereto. In such event, the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerTrust payable from the Collection Account and the Servicer and the Company shall be entitled to be reimbursed therefor out of the Collection Account.