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

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Pooling and Servicing Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any directorits directors, officer or employee or agent of the Servicer officers, 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (dc) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant parties expressly acknowledge and consent to Section 6.03(c) not therefor reimbursed; providedWilmington Trust, howeverNational Association, that the Applicable Trustee shall not distribute such amounts if the amount on deposit acting in the Reserve Account (after giving effect capacity of Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. Wilmington Trust, National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Wilmington Trust, National Association, of express duties set forth in this Agreement in any of such capacities, all deposits of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and withdrawals pursuant to Sections 4.06(b) the Noteholders except in the case of gross negligence and (c)willful misconduct by Wilmington Trust, on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateNational Association.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any directorits directors, officer or employee or agent of the Servicer officers, 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (dc) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant parties expressly acknowledge and consent to Section 6.03(c) not therefor reimbursed; providedU.S. Bank National Association, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit acting in the Reserve Account (after giving effect capacity of Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. U.S. Bank National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association, of express duties set forth in this Agreement in any of such capacities, all deposits of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and withdrawals pursuant to Sections 4.06(b) the Noteholders except in the case of gross negligence and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Datewillful misconduct by U.S. Bank National Association.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 a breach of this Agreement or willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or officer, employee or agent of the Servicer may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) . The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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; providedServicer’s servicing responsibilities. The Servicer may, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and with respect to the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such that event, the legal expenses and costs for such of that action and any liability resulting therefrom shall from that course of action will be expenses, costs and liabilities of the Issuing Entity Servicer, and the Servicer shall will not be entitled to be reimbursed thereforfor those costs and liabilities. (db) The Applicable parties expressly acknowledge and consent to the Indenture Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit simultaneously acting in the Reserve Account (after giving effect capacity of successor Servicer and Indenture Trustee. The Indenture Trustee may, in such capacities, discharge its separate functions fully, without hindrance or regard to all deposits and withdrawals pursuant conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to Sections 4.06(b) and (c), on the extent that any such Distribution Date) is greater than zero but less than conflict or breach arises from the Specified Reserve Account Balance for performance by the Indenture Trustee of express duties set forth in this Agreement in any of such Distribution Datecapacities.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Collateral Custodian, the Backup Servicer, the Seller, the Noteholders or the Certificateholders, except as specifically provided in Section 4.2 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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. Additionally, the Servicer shall not be liable for any failure or delay in the performance of its obligations or the taking of any action under this Agreement if that failure or delay arises from compliance by the Servicer with any Applicable Law or court order or the direction of a regulatory authority. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as explicitly provided in this AgreementAgreement or any other Transaction Document, the Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to necessary in furtherance of 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforCustomary Servicing Practices. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any directorits directors, officer or employee or agent of the Servicer officers, 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (dc) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant parties expressly acknowledge and consent to Section 6.03(c) not therefor reimbursed; providedU.S. Bank Trust Company, howeverNational Association, that the Applicable Trustee shall not distribute such amounts if the amount on deposit acting in the Reserve Account (after giving effect capacity of Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. U.S. Bank Trust Company, National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank Trust Company, National Association, of express duties set forth in this Agreement in any of such capacities, all deposits of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and withdrawals pursuant to Sections 4.06(b) the Noteholders except in the case of gross negligence and (c)willful misconduct by U.S. Bank Trust Company, on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateNational Association.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) (except errors in judgment) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section Sections 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect indirect, punitive or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate of any kind prima facie properly executed the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on a Distribution Date such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amounts permitted for reimbursement amount required to be deposited into the Reserve Account pursuant to Section 6.03(c4.6(c)(vi) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit therein (exclusive of investment income and earnings on amounts on deposit therein) at the Specified Reserve Balance on such date have been made. (c) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to the performance of the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Funds on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amount required to be deposited into the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 4.6(c)(vi) to maintain the amount on deposit therein (exclusive of investment income and (c), earnings on such Distribution Dateamounts on deposit therein) is greater than zero but less than at the Specified Reserve Account Balance for on such Distribution Datedate have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders ACOLT or the Certificateholdersany ACOLT Indemnified Person, except as specifically provided in this Agreementthe ACOLT Transaction Documents or the AART Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreementany ACOLT Transaction Document or AART Transaction Document, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement any ACOLT Transaction Document or any other Basic AART Transaction Document. The Servicer and any director, 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 Agreementthe ACOLT Transaction Documents or the AART Transaction Documents. (b) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture ACOLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trusteethe ACOLT Owner Trustee’s willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of the ACOLT Owner Trustee’s duties under this Agreement the ACOLT Indenture or the Declaration of Trust or by reason of reckless disregard of its obligations and duties under the Servicing Agreement, the ACOLT Indenture or the Declaration of Trust, and (y) the ACOLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the ACOLT Indenture Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trusteethe ACOLT Indenture Trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture Agreement or the Trust Agreement any ACOLT Transaction Documents or by reason of reckless disregard of its obligations and duties under this Agreementthe Servicing Agreement or any ACOLT Transaction Documents. In no event, however, shall the ACOLT Indenture Trustee or the ACOLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Lease Assets 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 or any other ACOLT Transaction Document and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity Lease Assets and the Servicer shall be entitled to be reimbursed reimbursement therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Issuing EntityIssuer, the Noteholders Indenture Trustee, the Bondholders or the Certificateholdersany other Person, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be related to or incidental to its duties to service the Receivables Securitized Utility Tariff 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Noteholders Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs this paragraph if it is not being reimbursed on a current basis for such action and any liability resulting therefrom shall be expenses, its costs and liabilities of the Issuing Entity expenses in taking such actions, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect be required to all deposits and withdrawals pursuant advance its own funds to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Datesatisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any directorits directors, officer or employee or agent of the Servicer officers, 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (dc) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant parties expressly acknowledge and consent to Section 6.03(c) not therefor reimbursed; providedXxxxx Fargo Bank, howeverNational Association, that the Applicable Trustee shall not distribute such amounts if the amount on deposit acting in the Reserve Account (after giving effect capacity of Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. Xxxxx Fargo Bank, National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Xxxxx Fargo Bank, National Association, of express duties set forth in this Agreement in any of such capacities, all deposits of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and withdrawals pursuant to Sections 4.06(b) the Noteholders except in the case of gross negligence and (c)willful misconduct by Xxxxx Fargo Bank, on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateNational Association.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Bond Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond 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 and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this 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 Phase-In-Recovery Property that is not 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 indemnify, 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 order to protect the rights and duties of the parties to Bond Issuer or the Bond Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, . The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Phase-In-Recovery Charges received by the Trust Sale Agreement Servicer (to be remitted to the Collection Account) as an Operating Expense (and the Pooling Agreement, the interests shall not be deemed to constitute a portion of the Noteholders under Servicing Fee) in accordance with the Indenture Bond Indenture. The Servicer’s obligations pursuant to this Section 6.03 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the interests terms of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and Bond Indenture (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Servicing 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 negligence, recklessness or willful misfeasance, bad faith or negligence (except errors in judgment) misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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 and any director or officer or employee or agent acknowledges under the authority granted to Commission pursuant to Chapter 62 of the Servicer shall be reimbursed by North Carolina General Statutes that the Indenture Trustee or Commission has authority to enter an order enforcing the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation provisions of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Servicing Agreement, including without limitation the Trust Sale Agreement, enforcement of Section 6.02(e) consistent with the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations Financing Order and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitsStorm Recovery Law. (c) Except as 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 Storm Recovery Property that is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Servicing Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityTitling Trust, the Noteholders Titling Trustee, the Trust Agent, or the Certificateholdersany Beneficiary, except as specifically otherwise provided in this AgreementAgreement and the other documents relating to a Securitized Financing, for any action taken or for refraining from the taking of any action pursuant to this Agreementhereto or thereto, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided. Notwithstanding the foregoing, however, that this provision shall not protect the Servicer or any such Person against any liability Liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement hereunder or any other Basic Documentthereunder. The Servicer and any directorits directors, officer officers, employees or employee or agent of the Servicer 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 any matters arising under this Agreementhereunder or thereunder. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this AgreementAgreement and the other documents relating to a Securitized Financing, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Titling Trust Assets in accordance with this Agreement herewith or therewith and that in its opinion may involve it in any expense or liability; providedLiability. Notwithstanding the foregoing, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other documents relating to a Securitized Financing and the rights and duties of the parties to this Agreement hereto or thereto and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementany Beneficiary hereunder or thereunder. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Titling Trust Assets relating to the applicable Sub-Trust and the Servicer shall be entitled to be reimbursed therefor solely from funds available therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 wilful misfeasance, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, the Trust Sale Agreement, the Indenture other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's wilful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Distribution Date from amounts distributable to the Servicer for any damages in Seller from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to Section 5.6(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of the Collection Account be payable on a Distribution Date any from amounts permitted for reimbursement distributable to the Seller from the Reserve Account pursuant to Section 6.03(c) not therefor reimbursed; provided5.6(d). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Collateral Custodian, the Backup Servicer, the Seller, the Noteholders or the Certificateholders, except as specifically provided in Section 4.2 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misconduct or bad faith or negligence (except errors in judgment) 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 Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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. Additionally, the Servicer shall not be liable for any failure or delay in the performance of its obligations or the taking of any action under this Agreement if that failure or delay arises from compliance by the Servicer with any Applicable Law or court order or the direction of a regulatory authority. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as explicitly provided in this AgreementAgreement or any other Transaction Document, the Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to necessary in furtherance of 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforCustomary Servicing Practices. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Issuer or the CertificateholdersSecurityholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Further Transfer and Servicing Agreements 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentFurther Transfer and Servicing Agreements. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.[Reserved] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Securityholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, Noteholders and (to the interests of extent expressly provided therein) the Noteholders Certificateholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 7.03(c) which have not been previously reimbursed after any deposit to the Reserve Account pursuant to Section 6.03(c4.06(c)(vi) not therefor reimbursedand before any distribution to the Seller pursuant to Section 4.07(b); provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Servicing 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 negligence, recklessness or willful misfeasance, bad faith or negligence (except errors in judgment) misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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 and any director or officer or employee or agent acknowledges under the authority granted to the Commission pursuant to Title 58, Chapter 27 of the Servicer shall be reimbursed by South Carolina Code of Laws Annotated that the Indenture Trustee or Commission has authority to enter an order enforcing the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation provisions of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Servicing Agreement, including without limitation the Trust Sale Agreement, enforcement of Section 6.02 consistent with the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations Financing Order and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitsStorm Recovery Law. (c) Except as 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 Storm Recovery Property that is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Servicing Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or officers, employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Seller for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 the 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 (except errors in judgment) 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 Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any directorofficer, 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 hereunder. Notwithstanding anything to the contrary contained in this Agreement. (b) The Servicer and any director , unless one or officer or employee or agent more Events of the Default by Servicer shall be reimbursed by occur and shall not have been remedied within the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation time limits set forth in Section 8.1(a) of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale AgreementSeller shall not record or cause to be recorded an Assignment of Mortgage with the recording office. To the extent the Seller records with the recording office as permitted herein an Assignment of Mortgage which designates the Seller as the holder of record of the Mortgage, the Indenture Seller agrees that it shall (i) provide Servicer with immediate notice of any action with respect to the Mortgage or the Trust Agreement related Mortgaged Property and ensure that the proper department or person at Servicer receives such notice; and (ii) immediately complete, sign and return to Servicer any document reasonably requested by reason Servicer to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of reckless disregard of its obligations and duties under this Agreementthe obligation or take any other action reasonably required by Servicer. In The Seller further agrees that Servicer shall have no event, however, liability for the Seller’s failure to comply with the subsections (i) or (ii) in the foregoing sentence. Servicer shall the Indenture Trustee or the Owner Trustee be liable have no liability to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer Seller and shall not be under any obligation to appear in, prosecute or defend any legal action that which is not 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 the Seller, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementhereto. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Issuing Entity Seller will be liable, and the Servicer shall be entitled to be reimbursed therefortherefor from the Seller upon written demand except when such expenses, costs and liabilities are subject to Servicer’s indemnification under Section 7.1. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate of any kind prima facie properly executed the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on a Distribution Date such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amounts permitted for reimbursement amount required to be deposited into the Reserve Account pursuant to Section 6.03(c4.6(c)(vi) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit therein (exclusive of investment income and earnings on amounts on deposit therein) at the Specified Reserve Balance on such date have been made. (c) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to the performance of the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amount required to be deposited into the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 4.6(c)(vi) to maintain the amount on deposit therein (exclusive of investment income and (c), earnings on such Distribution Dateamounts on deposit therein) is greater than zero but less than at the Specified Reserve Account Balance for on such Distribution Datedate have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any directorits directors, officer or employee or agent of the Servicer officers, 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (dc) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant parties expressly acknowledge and consent to Section 6.03(c) not therefor reimbursed; providedXxxxx Fargo Bank, howeverNational Association, that the Applicable Trustee shall not distribute such amounts if the amount on deposit acting in the Reserve Account (after giving effect capacity of Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. Xxxxx Fargo Bank, National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Xxxxx Fargo Bank, National Association, of express duties set forth in this Agreement in any of such capacities, all deposits of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and withdrawals pursuant to Sections 4.06(b) the Noteholders except in the case of gross negligence and (c)willful misconduct by Xxxxx Fargo Bank, on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateNational Association.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or and agents of the Servicer shall be under any liability liable to the Issuing EntityIssuer, the Noteholders Indenture Trustee, the Secured Parties or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for good faith errors in judgment; provided, however, that but 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, including 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 Storm Recovery Property that is not 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; providedbut the Servicer may, howeverin respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer may undertake any reasonable action that it may deem reasonably determines is necessary or desirable in respect of this Agreement and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such proceeding shall be payable from SRC 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 Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on a Distribution Date such date to the Noteholders and the Servicer have been made, and deposits of any amounts permitted for reimbursement amount required to be deposited into the Reserve Account pursuant to Section 6.03(c4.6(c)(vii) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit therein (exclusive of investment income and earnings on amounts on deposit therein) at the Specified Reserve Balance on such date have been made. (c) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys’ fees and expenses incurred in connection with any legal action relating to the performance of the Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Funds on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders and the Servicer have been made, and deposits of any amount required to be deposited into the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 4.6(c)(vii) to maintain the amount on deposit therein (exclusive of investment income and (c), earnings on such Distribution Dateamounts on deposit therein) is greater than zero but less than at the Specified Reserve Account Balance for on such Distribution Datedate have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or officers, employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Seller for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 the 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 (except errors in judgment) 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 Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any directorofficer, 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 hereunder. Notwithstanding anything to the contrary contained in this Agreement. (b) The Servicer and any director , unless one or officer or employee or agent more Events of the Default by Servicer shall be reimbursed by occur and shall not have been remedied within the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation time limits set forth in Section 8.1(a) of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale AgreementSeller shall not record or cause to be recorded an Assignment of Mortgage with the recording office. To the extent the Seller records with the recording office as permitted herein an Assignment of Mortgage which designates the Seller as the holder of record of the Mortgage, the Indenture Seller agrees that it shall provide Servicer any document reasonably requested by Servicer to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of the obligation or take any other action reasonably required by Servicer. The Seller further agrees that Servicer shall have no liability for the Trust Agreement or by reason of reckless disregard of its obligations and duties under this AgreementSeller’s failure to comply with the foregoing sentence. In Servicer shall have no event, however, shall the Indenture Trustee or the Owner Trustee be liable liability to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer Seller and shall not be under any obligation to appear in, prosecute or defend any legal action that which is not 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 the Seller, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementhereto. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Issuing Entity Seller will be liable, and the Servicer shall be entitled to be reimbursed therefortherefor from the Seller upon written demand except when such expenses, costs and liabilities are subject to Servicer’s indemnification under Section 7.1. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Trust or the Certificateholders, Certificateholders (except as specifically explicitly provided under this Agreement or explicitly provided in any SUBI Servicing Agreement Supplement) or to the Trustees (except as provided under this Agreement, ) for the taking of any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision Section 2.14 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentSUBI Servicing Agreement Supplement, or by reason of negligence in the performance of its duties under this Agreement or any SUBI Servicing Agreement Supplement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate or certificate of any kind prima facie properly executed auditors or accountants believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this AgreementAgreement or in any SUBI Servicing Agreement Supplement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables Trust Assets in accordance with this Agreement or the related SUBI Servicing Agreement Supplement, 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 may, in good faith, deem necessary or desirable in respect of this Agreement and or any SUBI Servicing Agreement Supplement, the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementor any SUBI Servicing Agreement Supplement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementthis Agreement or any SUBI Servicing Agreement Supplement. In such event, The Servicer shall be entitled to reimbursement for the legal expenses and costs for of any such action with respect to the UTI Portfolio from the UTI Holder and any with respect to SUBI Assets from the holders of the related SUBI Certificates. Any liability resulting therefrom from any such action shall be expenses, costs costs, and liabilities of the Issuing Entity and UTI Holder or the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out holders of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; providedrelated SUBI Certificates, however, that as the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Datecase may be.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders Trustee, or the Certificateholders, except as specifically provided in this under the Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this the Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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 the Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeTrust and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including reasonable attorneys' fees and expenses incurred in connection with any obligation legal action relating to the performance of the Servicer Servicer's duties under the Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to the Indenture Trustee Agreement; (ii) any loss, liability, or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) expense incurred solely by reason of such trustee’s the Servicer's willful misfeasance, negligence, or bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s its duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement hereunder or by reason of reckless disregard of its obligations and duties under the Agreement; (iii) any loss, liability, or expense for which the Trust is to be indemnified by the Servicer under the Agreement, and (iv) any loss, liability, or expense incurred by the Person to be indemnified for which loss, liability, or expense, such Person shall be indemnified by the Trust. Any amounts due the Servicer pursuant to this Agreement. In no event, however, subsection shall be payable on a Distribution Date from the Indenture Trustee or Total Collections on deposit in the Owner Trustee Certificate Account only after all payments required to be liable made on such date to the Certificateholders and the Servicer for have been made, payments of amounts, if any, due the Trustee from the Trust pursuant to Section 20.8 have been made, and deposits of any damages in amount required to be deposited into the nature Reserve Account pursuant to Section 14.5(b)(vi) to maintain the amount on deposit therein (exclusive of special, indirect or consequential damages, however styled, including lost profitsinvestment income and earnings on amounts on deposit therein) at the Specified Reserve Account Balance on such date have been made. (c) Except as provided in this the Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service obligations under 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 the Agreement and the rights and duties of the parties to this the Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Trust, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of the Collection Account be payable on a Distribution Date any amounts permitted for reimbursement from the Total Collections on deposit in the Certificate Account only after all payments required to be made on such date to the Certificateholders and the Servicer have been made, payments of amounts, if any, due the Trustee from the Trust pursuant to Section 6.03(c20.8 have been made and deposits of any amount required to be deposited into the Reserve Account pursuant to Section 14.5(b)(vi) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit in the Reserve Account therein (after giving effect to all deposits exclusive of investment income and withdrawals pursuant to Sections 4.06(bearnings on amounts on deposit therein) and (c), on such Distribution Date) is greater than zero but less than at the Specified Reserve Account Balance on such date have been made. The Person to be indemnified shall provide the Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as 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 Storm Recovery Property that is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, . The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from SRC Remittances as an Operating Expense in accordance with the Trust Sale Agreement Indenture (and the Pooling Agreement, the interests shall not be deemed to constitute a portion of the Noteholders under Servicing Fee). The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as 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 Phase-In-Recovery Property that is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such proceeding shall be payable from Phase-In-Recovery Charge 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, subject to the Cap described in Section 8.02(e) of the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement advance its own funds in making expenditures pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (cthis paragraph), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntitySeller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersCertificateholder, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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 person respecting any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is 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 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 the Basic Documents and the rights and duties of the parties to this Agreement the Basic Documents and the interests of the Noteholders and the Certificateholders Certificateholder under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust AgreementIndenture. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer shall will be entitled to be reimbursed therefortherefor solely from Available Collections. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither None of the Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors or officers or employees or agents of the Servicer any such Persons shall be under any liability to the Issuing Entity, the Noteholders or the CertificateholdersTrust, except as specifically provided in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Servicer Servicer, the Administrator, the Indenture Trustee or any such Person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Servicer, the Pooling AgreementAdministrator, the Trust Sale AgreementIndenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the IndentureAdministrator or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Trust Agreement Administrator or any other Basic Documentthe Owner Trustee, in their individual capacities. The Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer or officer, employee or agent of the Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent of other provision to the Servicer shall be reimbursed by contrary herein, the Indenture Trustee or and the Owner Trustee, as applicable, Administrator shall not be liable for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee contained in this Agreement or any Related Document, and the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of Seller and the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, Noteholders shall the Indenture Trustee or the Owner Trustee be liable look only to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitsto perform such obligations. (c) Except The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of Successor Servicer and in the capacity as provided Indenture Trustee. Such Indenture Trustee may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit except in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on case of negligence or willful misconduct by such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateIndenture Trustee.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Servicing 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 misfeasancegross negligence, bad faith or negligence (except errors in judgment) willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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 and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as 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 Securitized Utility Tariff Property that is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Servicing Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such Proceeding shall be payable from Securitized Utility Tariff Charges as an Ongoing Financing Cost (and shall not be deemed to constitute a portion of the Noteholders under Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Ongoing Financing Cost may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, the Trust Sale Agreement, the Indenture other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from amounts distributable to the Servicer for any damages in Class R Certificateholder from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to Section 5.7(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of the Collection Account be payable on a Distribution Payment Date any from amounts permitted for reimbursement distributable to the Class R Certificateholder from the Reserve Account pursuant to Section 6.03(c5.7(d) not therefor reimbursed; provided, however, that and from amounts distributable to the Applicable Trustee shall not distribute such amounts if Class R Certificateholder from the amount on deposit in the Reserve Yield Supplement Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) Section 5.6(d). The Person to be indemnified shall provide the Issuer, the Owner Trustee and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders Trustee, or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeTrust and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including reasonable attorneys' fees and expenses incurred in connection with any obligation of the Servicer legal action relating to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Trust Sale AgreementServicer's willful misfeasance, negligence, or bad faith in the Indenture or the Trust Agreement performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Trust is to be indemnified by the Servicer under this Agreement. In no event, however, Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Indenture Trustee or Total Collections on deposit in the Owner Trustee Collection Account only after all payments required to be liable made on such date to the Certificateholders and the Servicer for have been made, payments of amounts, if any, due the Trustee from the Trust pursuant to Section 13.8 have been made, and deposits of any damages in amount required to be deposited into the nature Reserve Account pursuant to Section 7.5(b)(vi) to maintain the amount on deposit therein (exclusive of special, indirect or consequential damages, however styled, including lost profitsinvestment income and earnings on amounts on deposit therein) at the Specified Reserve Account Balance on such date have been made. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Trust, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of be payable on a Payment Date from the Total Collections on deposit in the Collection Account only after all payments required to be made on a Distribution Date any amounts permitted for reimbursement such date to the Certificateholders and the Servicer have been made, payments of amounts, if any, due the Trustee from the Trust pursuant to Section 6.03(c13.8 have been made and deposits of any amount required to be deposited into the Reserve Account pursuant to Section 7.5(b)(vi) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit in the Reserve Account therein (after giving effect to all deposits exclusive of investment income and withdrawals pursuant to Sections 4.06(bearnings on amounts on deposit therein) and (c), on such Distribution Date) is greater than zero but less than at the Specified Reserve Account Balance on such date have been made. The Person to be indemnified shall provide the Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Documentthe Intercreditor Agreement. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as 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 is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such proceeding shall be payable from SRC 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 Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling and Servicing Agreement, the Trust Sale Agreement, the Indenture, Indenture or the Trust Agreement or any other Basic DocumentAgreement. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including including, without limitation, any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s 's willful misfeasance, bad faith or gross negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s 's duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing EntityIssuer, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Certificate Paying Agent, the Noteholders or the Certificateholders, except as specifically provided in 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any 30 Sale and Servicing Agreement (BLAST 2024-1) such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the Back-up Servicer nor any of the their respective directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders Indenture Trustee, the Certificateholders, the Residual Interest Holders or the CertificateholdersNoteholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgmentor, with respect to CenterOne, gross negligence) in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and the Back-up Servicer and any director, respective director or officer or employee or agent of the Servicer thereof 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with this Agreement (collection actions with respect to Charged-Off 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. (c) Notwithstanding anything to the contrary herein, neither the Servicer nor the Back-up Servicer, nor any of their respective directors or officers or employees or agents of the Servicer, shall be liable to any party hereto (or any Affiliate of any such Person) for indirect, punitive, exemplary, or consequential damages arising from any breach of contract, tort, or other wrong relating to the establishment, administration, or collection of the Receivables or as a result of any transaction contemplated under this Agreement or any other Basic Document; provided, however, that this provision shall not protect the Servicer may undertake or Back-up Servicer, respectively, against any reasonable action liability that it may deem necessary would otherwise be imposed by reason of negligence (or, with respect to CenterOne, gross negligence) in the performance of its respective actions or desirable by the failure to act in respect of this Agreement and the rights and performing its respective duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate of any kind prima facie properly executed 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on a Distribution Date such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amounts permitted for reimbursement amount required to be deposited into the Reserve Account pursuant to Section 6.03(c4.6(c)(vi) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit therein (exclusive of investment income and earnings on amounts on deposit therein) at the Specified Reserve Balance on such date have been made. (c) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to the performance of the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amount required to be deposited into the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 4.6(c)(vi) to maintain the amount on deposit therein (exclusive of investment income and (c), earnings on such Distribution Dateamounts on deposit therein) is greater than zero but less than at the Specified Reserve Account Balance for on such Distribution Datedate have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer in its capacity as such shall be under any liability to the Issuing Entity, the Noteholders Indenture Trustee, the Owner Trustee, the Securityholders or the Certificateholdersany other Person, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Basic Documents 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentDocuments. The Servicer and any director, officer or 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 Agreementthe Basic Documents. (b) The Servicer and any director or director, officer or employee or agent of the Servicer shall be reimbursed by the Indenture Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including including, without limitation, any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x7.1(a)(iii)(y) or (yz)) incurred by reason of such trusteethe Owner Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture Agreement or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no eventsuch agreements; provided, however, in no event shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including including, without limitation, lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables arising under the Accounts in the Pool of Accounts in accordance with this Agreement and the Pooling and Servicing 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 the Basic Documents and the rights and duties of the parties to this Agreement the Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders Securityholders under the Indenture and the interests of the Certificateholders under the Trust AgreementBasic Documents. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Monthly Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c7.3(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account Fund (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c)Section 4.5, on such Monthly Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateFund Required Amount.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Collateral Custodian, the Backup Servicer, the Seller, the Noteholders or the Certificateholders, except as specifically provided in Section 4.2 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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.. Additionally, the Servicer shall not be liable for any failure or delay in the performance of its obligations or the taking of any action under this Agreement if that failure or delay arises from compliance by the Servicer with any Applicable Law or court order or the direction of a regulatory authority. 16 CRVNA 2022-P2 Servicing Agreement (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as explicitly provided in this AgreementAgreement or any other Transaction Document, the Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to necessary in furtherance of 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforCustomary Servicing Practices. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys’ fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trusteethe Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable to the Trust Sale Agreement, Servicer by a Person other than the Indenture Issuer pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from amounts distributable to the Servicer for any damages in Class R Certificateholder from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to Section 5.7(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of the Collection Account be payable on a Distribution Payment Date any from amounts permitted for reimbursement distributable to the Class R Certificateholder from the Reserve Account pursuant to Section 6.03(c) not therefor reimbursed; provided5.7(d). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate of any kind prima facie properly executed the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 Agreement, the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of the Collection Account be payable on a Distribution Payment Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that from the Applicable Trustee shall not distribute such amounts if the amount Available Collections on deposit in the Reserve Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee and the Servicer have been made. (after giving effect c) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to all deposits and withdrawals the performance of the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to Sections 4.06(bthis Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (c)iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such Distribution Date) is greater than zero but less than date to the Specified Reserve Account Balance for such Distribution DateNoteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee have been made.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Servicing 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 negligence, recklessness or willful misfeasance, bad faith or negligence (except errors in judgment) misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Servicing Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as 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 Securitized Utility Tariff Property that is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Servicing Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such Proceeding shall be payable from Securitized Utility Tariff Charges as an Ongoing Financing Cost (and shall not be deemed to constitute a portion of the Noteholders under Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Ongoing Financing Cost may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate of any kind prima facie properly executed the Depositor or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of the Collection Account be payable on a Distribution Payment Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that from the Applicable Trustee shall not distribute such amounts if the amount Available Collections on deposit in the Reserve Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee and the Servicer have been made. (after giving effect c) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to all deposits and withdrawals the performance of the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to Sections 4.06(bthis Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (c)iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such Distribution Date) is greater than zero but less than date to the Specified Reserve Account Balance for such Distribution DateNoteholders, the Certificateholders, the Owner Trustee, the Indenture Trustee and the Servicer have been made.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided in this Agreement and the other Trust Documents, neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under have any liability Liability to the Issuing EntityTrust, the Noteholders Trustee, the Trust Agent, any Beneficiary, any Holder, any Registered Pledgee or the Certificateholders, except as specifically provided in this Agreementany Special Purpose Affiliate, for any action taken or for refraining from the taking of any action pursuant to this Agreementhereto or thereto, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors any error in judgment; provided. Notwithstanding the foregoing, however, that this provision shall not protect the Servicer or any such Person against any liability Liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement hereunder or any other Basic Documentthereunder. The Servicer and any directorits directors, officer or employee or agent of the Servicer officers, 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 any matters arising under this Agreementhereunder or thereunder, and in so doing, shall not be acting in bad faith or with negligence, willful misfeasance or reckless disregard. (b) The Servicer Except as otherwise provided in this Agreement and any director or officer or employee or agent of the other Trust Documents, the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action Proceeding that is not incidental to its duties to service the Receivables Trust Assets in accordance with this Agreement herewith or therewith and that in its opinion may involve it in any expense or liability; providedLiability. Notwithstanding the foregoing, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Trust Documents and the rights and duties of the parties to this Agreement hereto or thereto and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementany Beneficiary hereunder or thereunder. In such event, the legal expenses and costs for any Loss resulting from such action and any liability resulting therefrom shall be expenses, costs and liabilities (i) a Trust Expense of the Issuing Entity related Sub-Trust and (ii) a Reimbursable Expense to the Servicer extent paid by the Servicer, and in each case shall be entitled allocated to be reimbursed thereforthe Related Trust Assets. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing EntityIssuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as specifically provided in 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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.. 24 Sale and Servicing Agreement (2016-2) (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing EntityIssuer, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Certificate Paying Agent, the Noteholders or the Certificateholders, except as specifically provided in 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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.. 30 Sale and Servicing Agreement (BLAST 2023-1) (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforServicer. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Issuing EntityIssuer, the Noteholders Indenture Trustee, the Issuer’s Managers, the Bondholders or the Certificateholdersany other Person, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be related to or incidental to its duties to service the Receivables Securitized Utility Tariff 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Noteholders Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs this paragraph if it is not being reimbursed on a current basis for such action and any liability resulting therefrom shall be expenses, its costs and liabilities of the Issuing Entity expenses in taking such actions, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect be required to all deposits and withdrawals pursuant advance its own funds to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Datesatisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing Entity, [the Grantor Trust,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Collateral Custodian, [the Backup Servicer,] the Seller, the Noteholders or the Certificateholders, except as specifically provided in Section 4.2 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, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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. Additionally, the Servicer shall not be liable for any failure or delay in the performance of its obligations or the taking of any action under this Agreement if that failure or delay arises from compliance by the Servicer with any Applicable Law or court order or the direction of a regulatory authority. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as explicitly provided in this AgreementAgreement or any other Transaction Document, the Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to necessary in furtherance of 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforCustomary Servicing Practices. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuing EntityIssuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersCertificateholder, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust performance of its duties under this Agreement or any other Basic Document(except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind prima facie properly executed 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Certificateholder under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of the Collection Account be payable on a Distribution Payment Date any amounts permitted for reimbursement pursuant to in accordance with Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account 4.4(a). 25 Sale and Servicing Agreement (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (cUSAA 2019-1), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, misfeasance or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the Pooling performance of its duties under this Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer's Certificate of any kind prima facie properly executed 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (ca) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this subsection shall distribute out of be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on a Distribution Date such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amounts permitted for reimbursement amount required to be deposited into the Reserve Account pursuant to Section 6.03(c4.6(c)(vi) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if to maintain the amount on deposit therein (exclusive of investment income and earnings on amounts on deposit therein) at the Specified Reserve Balance on such date have been made. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability, or expense including reasonable attorneys' fees and expenses incurred in connection with any legal action relating to the performance of the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Issuer is to be indemnified by the Servicer under this Agreement. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date from the Available Collections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders and the Servicer have been made, and deposits of any amount required to be deposited into the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 4.6(c)(vi) to maintain the amount on deposit therein (exclusive of investment income and (c), earnings on such Distribution Dateamounts on deposit therein) is greater than zero but less than at the Specified Reserve Account Balance for on such Distribution Datedate have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders COLT or the Certificateholdersany Indemnified Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or any other COLT 20 -SN Basic Document, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other COLT 20 -SN Basic Document. The Servicer and any director, 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) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture COLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trusteethe COLT Owner Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case performance of the COLT Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale AgreementCOLT Indenture, the Indenture Declaration of Trust or the COLT 20 -SN Supplement to the Declaration of Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, the COLT Indenture, or the Declaration of Trust, and (y) the COLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the COLT Indenture Trustee’s willful misfeasance, bad faith or gross negligence in the performance of the COLT Indenture Trustee’s duties under this Agreement or any other COLT 20 -SN Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 20 -SN Basic Documents. In no event, however, shall the COLT Indenture Trustee or the COLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Series 20 -SN Lease Assets 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 or any other COLT 20 -SN Basic Document and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Series 20 -SN Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity Series 20 -SN Lease Assets and the Servicer shall be entitled to be reimbursed reimbursement therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, the Trust Sale Agreement, the Indenture other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from amounts distributable to the Servicer for any damages in Seller from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to Section 5.6(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of the Collection Account be payable on a Distribution Payment Date any from amounts permitted for reimbursement distributable to the Seller from the Reserve Account pursuant to Section 6.03(c) not therefor reimbursed; provided5.6(d). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuing Entity, the Noteholders Issuer or the Certificateholders, except as specifically provided in this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Documentthe Intercreditor Agreement. The Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as 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 is not 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 order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the interests of the Noteholders Holders and the Certificateholders Customers under this Agreement, the Trust Sale Agreement . The Servicer’s costs and the Pooling Agreement, the interests 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 Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and (it being understood that the Servicer shall may be entitled required initially to be reimbursed thereforadvance its own funds to satisfy its obligations hereunder). (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Owner Trustee or the CertificateholdersSecurityholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Further Transfer and Servicing Agreements 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentFurther Transfer and Servicing Agreements. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits[Reserved.] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Securityholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, Noteholders and (to the interests of extent expressly provided therein) the Noteholders Certificateholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Owner Trustee payable from the Owner Trust Estate and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 7.03(c) which have not been previously reimbursed after any deposit to the Reserve Account pursuant to Section 6.03(c4.06(c)(v) not therefor reimbursedand before any distribution to the Certificate Distribution Account pursuant to Section 4.07(b); provided, however, that the Applicable Trustee shall not distribute -------- ------- such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither Notwithstanding Section 8.01, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, for 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 (except errors in judgment) 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 Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or 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. (b) hereunder. The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not 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, which consent shall not be unreasonably withheld, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementhereto. In such event, the Servicer shall be entitled to reimbursement from the Owner of the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be except when such expenses, costs and liabilities of are subject to the Issuing Entity and Servicer’s indemnification under Section 8.01. (b) Notwithstanding Section 8.01, the Servicer shall not be entitled required to indemnify, or otherwise be reimbursed therefor. (d) The Applicable Trustee shall distribute out of liable to, the Collection Account on a Distribution Date Owner or those referenced above for any amounts permitted Liability which the Owner is required to indemnify for reimbursement pursuant to Section 6.03(c8.01(b) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Dateabove.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 wilful misfeasance, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, the Trust Sale Agreement, the Indenture other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's wilful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Distribution Date from amounts distributable to the Servicer for any damages in Seller and the nature of special, indirect or consequential damages, however styled, including lost profitsGeneral Partner from the Reserve Account pursuant to Section 5.6(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section shall distribute out of the Collection Account be payable on a Distribution Date any from amounts permitted for reimbursement distributable to the Seller and the General Partner from the Reserve Account pursuant to Section 6.03(c) not therefor reimbursed; provided5.6(d). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersNoteholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys’ fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trusteethe Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable to the Trust Sale Agreement, Servicer by a Person other than the Indenture Issuer pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from any amounts distributable to the Servicer for any damages in Class R Certificateholders from the nature of special, indirect or consequential damages, however styled, including lost profitsCollection Account pursuant to Section 5.4(b). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of be payable on a Payment Date from any amounts distributable to the Class R Certificateholders from the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided5.4(b). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 wilful misfeasance, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, the Trust Sale Agreement, the Indenture other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's wilful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Distribution Date from amounts distributable to the Servicer for any damages in Seller from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to Section 5.6(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section shall distribute out of the Collection Account be payable on a Distribution Date any from amounts permitted for reimbursement distributable to the Seller from the Reserve Account pursuant to Section 6.03(c) not therefor reimbursed; provided5.6(d). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s 's willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s 's duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including including, without limitation, any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s 's willful misfeasance, bad faith or gross negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s 's duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys’ fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trusteethe Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable to the Trust Sale Agreement, Servicer by a Person other than the Indenture Issuer pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from any amounts distributable to the Servicer for any damages in Class R Certificateholders from the nature of special, indirect or consequential damages, however styled, including lost profitsCollection Account pursuant to Section 5.5(c). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of be payable on a Payment Date from any amounts distributable to the Class R Certificateholders from the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided5.5(c). The Person to be indemnified shall provide the Issuer, however, that the Applicable Owner Trustee shall not distribute such amounts if and the amount on deposit in Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders ABLT or the Certificateholdersany ABLT Indemnified Person, except as specifically provided in this Agreementthe ABLT Transaction Documents or the AART Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreementany ABLT Transaction Document or AART Transaction Document, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement any ABLT Transaction Document or any other Basic AART Transaction Document. The Servicer and any director, 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 Agreementthe ABLT Transaction Documents or the AART Transaction Documents. (b) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture ABLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trusteethe ABLT Owner Trustee’s willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of the ABLT Owner Trustee’s duties under this Agreement the ABLT Indenture or the Declaration of Trust or by reason of reckless disregard of its obligations and duties under the Servicing Agreement, the ABLT Indenture or the Declaration of Trust, and (y) the ABLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the ABLT Indenture Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trusteethe ABLT Indenture Trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture Agreement or the Trust Agreement any ABLT Transaction Documents or by reason of reckless disregard of its obligations and duties under this Agreementthe Servicing Agreement or any ABLT Transaction Documents. In no event, however, shall the ABLT Indenture Trustee or the ABLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitsprofit. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Lease Assets 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 or any other ABLT Transaction Document and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity Lease Assets and the Servicer shall be entitled to be reimbursed reimbursement therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; PROVIDED, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, howeverHOWEVER, 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, the Trust Sale Agreement, the Indenture OTHER THAN (i) any loss or liability otherwise reimbursable pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer's willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this SECTION 7.4 shall be payable on a Payment Date from amounts distributable to the Servicer for any damages in Class R Certificateholder from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to SECTION 5.6(D). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this SECTION 7.4 shall distribute out of the Collection Account be payable on a Distribution Payment Date any from amounts permitted for reimbursement pursuant distributable to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in Class R Certificateholder from the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) SECTION 5.6(D). The Person to be indemnified shall provide the Issuer, the Owner Trustee and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Issuer or the CertificateholdersNoteholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Basic Documents 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 gross negligence (except errors negligence, in judgmentthe case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentDocuments. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.[Reserved] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Loans or 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 rights and duties of the parties to this Agreement and the interests of the Noteholders Beneficiaries and the Certificateholders Registered Owners under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders Beneficiaries under the Indenture and the interests of the Certificateholders Registered Owners under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom that is not incidental to its duties to service the Loans or Receivables in accordance with this Agreement shall be expenses, costs and liabilities of the Issuing Entity Issuer and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Indenture Trustee shall distribute out of the Collection Account Accounts on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c8.03(c) which have not therefor reimbursedbeen previously reimbursed in accordance with Section 8.2 of the Indenture; provided, however, that the Applicable Indenture Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution DateSection 8.2 of the Indenture) is greater than zero but less than the Specified Reserve Account Balance Required Amount for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the Back-up Servicer nor any of the their respective directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders Indenture Trustee, the Certificateholder or the CertificateholdersNoteholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgmentor, with respect to CenterOne, gross negligence) in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and the Back-up Servicer and any director, respective director or officer or employee or agent of the Servicer thereof 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with this Agreement (collection actions with respect to Charged-Off 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. (c) Notwithstanding anything to the contrary herein, neither the Servicer nor the Back-up Servicer, nor any of their respective directors or officers or employees or agents of the Servicer, shall be liable to any party hereto (or any Affiliate of any such Person) for indirect, punitive, exemplary, or consequential damages arising from any breach of contract, tort, or other wrong relating to the establishment, administration, or collection of the Receivables or as a result of any transaction contemplated under this Agreement or any other Basic Document; provided, however, that this provision shall not protect the Servicer may undertake or Back-up Servicer, respectively, against any reasonable action liability that it may deem necessary would otherwise be imposed by reason of negligence (or, with respect to CenterOne, gross negligence) in the performance of its respective actions or desirable by the failure to act in respect of this Agreement and the rights and performing its respective duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders Owner Trustee, the Indenture Trustee or the CertificateholdersHolders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, director or 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) The Servicer Servicer, and any director director, or officer or officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeIssuer and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys’ fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trusteethe Servicer’s duties under this Agreement, other than (i) any loss or liability otherwise reimbursable to the Trust Sale Agreement, Servicer by a Person other than the Indenture Issuer pursuant to this Agreement or the Trust Agreement Basic Documents; (ii) any loss, liability, or expense incurred solely by reason of the Servicer’s willful misfeasance, negligence, or bad faith in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee Agreement or the Owner Trustee Basic Documents; and (iii) any loss, liability, or expense for which the Issuer is to be liable indemnified by the Servicer under this Agreement or the Basic Documents. Any amounts due the Servicer pursuant to this Section 7.4 shall be payable on a Payment Date from amounts distributable to the Servicer for any damages in Class R Certificateholder from the nature of special, indirect or consequential damages, however styled, including lost profitsReserve Account pursuant to Section 5.7(d). (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Issuer, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 7.4 shall distribute out of the Collection Account be payable on a Distribution Payment Date any from amounts permitted for reimbursement distributable to the Class R Certificateholder from the Reserve Account pursuant to Section 6.03(c5.7(d) not therefor reimbursed; provided, however, that [and from amounts distributable to the Applicable Trustee shall not distribute such amounts if Class R Certificateholder from the amount on deposit in the Reserve Yield Supplement Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) Section 5.6(d)]. The Person to be indemnified shall provide the Issuer, the Owner Trustee and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance Indenture Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders ACOLT or the Certificateholdersany ACOLT Indemnified Person, except as specifically provided in this Agreementthe ACOLT Transaction Documents or the AART Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreementany ACOLT Transaction Document or AART Transaction Document, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement any ACOLT Transaction Document or any other Basic AART Transaction Document. The Servicer and any director, 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 Agreementthe ACOLT Transaction Documents or the AART Transaction Documents. (b) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture ACOLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trusteethe ACOLT Owner Trustee’s willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of the ACOLT Owner Trustee’s duties under this Agreement the ACOLT Indenture or the Declaration of Trust or by reason of reckless disregard of its obligations and duties under the Servicing Agreement, the ACOLT Indenture or the Declaration of Trust, and (y) the ACOLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the ACOLT Indenture Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trusteethe ACOLT Indenture Trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture Agreement or the Trust Agreement any ACOLT Transaction Documents or by reason of reckless disregard of its obligations and duties under this Agreementthe Servicing Agreement or any ACOLT Transaction Documents. In no event, however, shall the ACOLT Indenture Trustee or the ACOLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Lease Assets 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 or any other ACOLT Transaction Document and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity Lease Assets and the Servicer shall be entitled to be reimbursed reimbursement therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders COLT or the Certificateholdersany Indemnified Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture COLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s the COLT Owner Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s the COLT Owner Trustee's duties under this Agreement, the Trust Sale AgreementCOLT Indenture, the Indenture or Declaration and the Trust Agreement COLT 200_-__ Supplement to the Declaration or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, howeverthe COLT Indenture, shall the Declaration and the COLT 200_-__ Supplement to the Declaration, and (y) the COLT Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages contractual damages, liability or expense incurred by reason of the COLT Indenture Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the nature performance of special, indirect the COLT Indenture Trustee's duties under this Agreement or consequential damages, however styled, including lost profitsany other COLT 200_-__ Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 200_-__ Basic Documents. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Series 200_-__ Lease Assets 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Series 200_-__ Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity and the Servicer shall be entitled Series 200_-__ Lease Assets related to be reimbursed thereforany such legal action. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders AFLT or the Certificateholdersany AFLT Indemnified Person, except as specifically provided in this Agreementthe AFLT Transaction Documents or the CARAT Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreementany AFLT Transaction Document or CARAT Transaction Document, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement any AFLT Transaction Document or any other Basic CARAT Transaction Document. The Servicer and any director, 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 Agreementthe AFLT Transaction Documents or the CARAT Transaction Documents. (b) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture AFLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trusteethe AFLT Owner Trustee’s willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of the AFLT Owner Trustee’s duties under this Agreement the AFLT Indenture or the Declaration of Trust or by reason of reckless disregard of its obligations and duties under the Servicing Agreement, the AFLT Indenture or the Declaration of Trust, and (y) the AFLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the AFLT Indenture Trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trusteethe AFLT Indenture Trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture Agreement or the Trust Agreement any AFLT Transaction Documents or by reason of reckless disregard of its obligations and duties under this Agreementthe Servicing Agreement or any AFLT Transaction Documents. In no event, however, shall the AFLT Indenture Trustee or the AFLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Lease Assets 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 or any other AFLT Transaction Document and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity Lease Assets and the Servicer shall be entitled to be reimbursed reimbursement therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Owner Trustee or the CertificateholdersFinancial Parties, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Further Transfer and Servicing Agreements 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentFurther Transfer and Servicing Agreements. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits[Reserved.] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Financial Parties under this Agreement, the Trust Sale Agreement and the Pooling Agreement, Noteholders and (to the interests of extent expressly provided therein) the Noteholders Certificateholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Owner Trustee payable from the Owner Trust Estate and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 7.03(c) which have not been previously reimbursed after any deposit to the Reserve Account pursuant to Section 6.03(c4.06(c)(v) not therefor reimbursedand before any distribution to the Certificate Distribution Account pursuant to Section 4.07(b); provided, however, that the Applicable Trustee shall not distribute -------- ------- such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Issuer or the CertificateholdersNoteholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Basic Documents 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 gross negligence (except errors negligence, in judgmentthe case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentDocuments. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits[Reserved.] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Loans or 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 rights and duties of the parties to this Agreement and the interests of the Noteholders Beneficiaries and the Certificateholders Registered Owners under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders Beneficiaries under the Indenture and the interests of the Certificateholders Registered Owners under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom that is not incidental to its duties to service the Loans or Receivables in accordance with this Agreement shall be expenses, costs and liabilities of the Issuing Entity Issuer and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Indenture Trustee shall distribute out of the Collection Account Accounts on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 8.03(c) which have not been previously reimbursed in accordance with Section 6.03(c) not therefor reimbursed8.2 of the Indenture; provided, however, that the Applicable Indenture Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution DateSection 8.2 of the Indenture) is greater than zero but less than the Specified Reserve Account Balance Required Amount for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Owner Trustee or the CertificateholdersFinancial Parties, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Further Transfer and Servicing Agreements 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentFurther Transfer and Servicing Agreements. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits[Reserved.] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Financial Parties under this Agreement, the Trust Sale Agreement and the Pooling Agreement, Noteholders and (to the interests of extent expressly provided therein) the Noteholders Certificateholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Owner Trustee payable from the Owner Trust Estate and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 7.03(c) which have not been previously reimbursed after any deposit to the Reserve Account pursuant to Section 6.03(c4.06(c)(v) not therefor reimbursedand before any distribution to the Certificate Distribution Account pursuant to Section 4.07(b); provided, however, that the Applicable Trustee shall not distribute -------- ------- such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Issuer or the CertificateholdersSecurityholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Basic Documents 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 gross negligence (except errors negligence, in judgmentthe case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentDocuments. The Servicer and any director, 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. [Reserved. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) ] Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables 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 rights and duties of the parties to this Agreement and the interests of the Noteholders Beneficiaries and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, Beneficiaries and (to the interests of extent expressly provided therein) the Noteholders Certificateholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom that is not incidental to its duties to service the Loans in accordance with this Agreement shall be expenses, costs and liabilities of the Issuing Entity Issuer and the Servicer shall be entitled to be reimbursed therefor. (d) . The Applicable Indenture Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 7.03(c) which have not been previously reimbursed in accordance with Section 6.03(c) not therefor reimbursed8.2 of the Indenture; provided, however, that the Applicable Indenture Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution DateSection 8.2 of the Indenture) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the The Servicer shall be under any liability liable in accordance with this Agreement only to the Issuing Entity, extent of the Noteholders or the Certificateholders, except as specifically provided obligations in this AgreementAgreement specifically undertaken by the Servicer. The Servicer shall defend, for any action taken or for refraining from indemnify and hold harmless the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale AgreementIssuer, the Indenture Trustee, the Noteholders, the Collateral Agent and any of their respective trustees, officers, directors and agents from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: the Trust Agreement use, ownership or for errors in judgment; provided, however, that this provision shall not protect operation by the Servicer or any Affiliate thereof of any Financed Vehicle with respect to a Receivable; any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale or pledge of Receivables to any Person, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of payments of, or distributions on or any fees or other compensation payable to any such Person) and costs and expenses in defending against any liability that would otherwise be imposed by reason of the same; and the negligence, willful misfeasance, misfeasance or bad faith or negligence (except errors in judgment) of the Servicer in the performance of duties of, or by reason of reckless disregard of obligations and its failure to perform, its duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any of the other Basic Document. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Documents or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any of the other Basic Documents. In no event, however, Indemnification under this Section 6.02 shall survive the Indenture Trustee termination of this Agreement or the Owner Trustee be liable to the Servicer for prior removal of any damages in the nature indemnified party hereto and shall include reasonable fees and expenses of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, counsel and expenses of litigation. If the Servicer shall not be under have made any obligation indemnity payments pursuant to appear in, prosecute or defend any legal action that is not 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 Section 6.02 and the rights and duties Person to or on behalf of the parties to this Agreement and the interests whom such payments are made thereafter collects any of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if from others, such Person shall promptly repay such amounts to the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c)Servicer, on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Datewithout interest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling and Servicing Agreement, the Trust Sale Agreement, the Indenture, Indenture or the Trust Agreement or any other Basic DocumentAgreement. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including including, without limitation, any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s 's willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s 's duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 a breach of this Agreement or willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, officer or officer, employee or agent of the Servicer may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) . The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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; providedServicer's servicing responsibilities. The Servicer may, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and with respect to the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such that event, the legal expenses and costs for such of that action and any liability resulting therefrom shall from that course of action will be expenses, costs and liabilities of the Issuing Entity Servicer, and the Servicer shall will not be entitled to be reimbursed thereforfor those costs and liabilities. (db) The Applicable parties expressly acknowledge and consent to the Indenture Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit simultaneously acting in the Reserve Account (after giving effect capacity of successor Servicer and Indenture Trustee. The Indenture Trustee may, in such capacities, discharge its separate functions fully, without hindrance or regard to all deposits and withdrawals pursuant conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to Sections 4.06(b) and (c), on the extent that any such Distribution Date) is greater than zero but less than conflict or breach arises from the Specified Reserve Account Balance for performance by the Indenture Trustee of express duties set forth in this Agreement in any of such Distribution Datecapacities.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers directors, officers, or employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders Trustee, or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 wilful misfeasance, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. 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) The Servicer Servicer, and any director or officer or director, officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeTrust and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trusteereasonable attorneys, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Trust Sale AgreementServicer's wilful misfeasance, negligence, or bad faith in the Indenture or the Trust Agreement performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement; and (iii) any loss, liability, or expense for which the Trust is to be indemnified by the Servicer under this Agreement. In no event, however, Any amounts due the Servicer pursuant to this Section 8.4 shall the Indenture Trustee or the Owner Trustee be liable payable on a Distribution Date from amounts distributable to the Servicer for Seller from the Reserve Account pursuant to Section 5.6(e) (other than Investment Earnings) after all payments required to be made on such date to the Certificateholders and the Servicer, and amounts, if any, distributable therefrom to the Trustee pursuant to Section 10.7, have been paid and any damages amounts required to be retained on deposit in the nature Reserve Account pursuant to Section 5.6(e) to maintain the amount on deposit therein (exclusive of special, indirect or consequential damages, however styled, including lost profitsInvestment Earnings) in an amount equal to the Specified Reserve Account Balance on such date shall have been made. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Trust, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 8.4 shall distribute out of the Collection Account be payable on a Distribution Date any from amounts permitted for reimbursement distributable to the Seller from the Reserve Account pursuant to Section 6.03(c5.6(e) not therefor reimbursed; provided(other than Investment Earnings) after all payments required to be made on such date to the Certificateholders and the Servicer, howeverand amounts, that if any, distributable therefrom to the Applicable Trustee shall not distribute such pursuant to Section 10.7, have been paid and any amounts if the amount required to be retained on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 5.6(e) and to maintain the amount on deposit therein (c), on such Distribution Dateexclusive of Investment Earnings) is greater than zero but less than in an amount equal to the Specified Reserve Account Balance on such date shall have been made. The Person to be indemnified shall provide the Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither None of the Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors or officers or employees or agents of the Servicer any such Persons shall be under any liability to the Issuing Entity, the Noteholders or the CertificateholdersTrust, except as specifically provided in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Servicer Servicer, the Administrator, the Indenture Trustee or any such Person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Servicer, the Pooling AgreementAdministrator, the Trust Sale AgreementIndenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the IndentureAdministrator or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Trust Agreement Administrator or any other Basic Documentthe Owner Trustee, in their individual capacities. The Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer or officer, employee or agent of the Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent of other provision to the Servicer shall be reimbursed by contrary herein, the Indenture Trustee or and the Owner Trustee, as applicable, Administrator shall not be liable for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee contained in this Agreement or any Related Document, and the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of Seller and the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, Noteholders shall the Indenture Trustee or the Owner Trustee be liable look only to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitsto perform such obligations. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders Issuer or the CertificateholdersNoteholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement Basic Documents 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 gross negligence (except errors negligence, in judgmentthe case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic DocumentDocuments. The Servicer and any director, 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) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.[Reserved] (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Loans or 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 rights and duties of the parties to this Agreement and the interests of the Noteholders Beneficiaries and the Certificateholders Registered Owners under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders Beneficiaries under the Indenture and the interests of the Certificateholders Registered Owners under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom that is not incidental to its duties to service the Loans or Receivables in accordance with this Agreement shall be expenses, costs and liabilities of the Issuing Entity Issuer and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Indenture Trustee shall distribute out of the Collection Account Accounts on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 8.03(c) which have not been previously reimbursed in accordance with Section 6.03(c) not therefor reimbursed8.2 of the Indenture; provided, however, that the Applicable Indenture Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution DateSection 8.2 of the Indenture) is greater than zero but less than the Specified Reserve Account Balance Required Amount for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders COLT or the Certificateholdersany Indemnified Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or any other COLT 2007-SN1 Basic Document, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other COLT 2007-SN1 Basic Document. The Servicer and any director, 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) The Servicer and any director or officer or director, officer, employee or agent of the Servicer shall be reimbursed by (x) the Indenture COLT Owner Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s the COLT Owner Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s the COLT Owner Trustee's duties under this Agreement, the Trust Sale AgreementCOLT Indenture, the Indenture or the Declaration of Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, the COLT Indenture, or the Declaration of Trust, and (y) the COLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the COLT Indenture Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of the COLT Indenture Trustee's duties under this Agreement or any other COLT 2007-SN1 Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 2007-SN1 Basic Documents. In no event, however, shall the COLT Indenture Trustee or the COLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables Series 2007-SN1 Lease Assets 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 or any other COLT 2007-SN1 Basic Document and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders Series 2007-SN1 Further Holders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from collections received on the Issuing Entity Series 2007-SN1 Lease Assets and the Servicer shall be entitled to be reimbursed reimbursement therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither the Except as otherwise provided in Section 6.03, neither Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 the provisions of this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) 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 Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. The . (b) Servicer and any director, officer or 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. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitshereunder. (c) Except as provided in this Agreementotherwise set forth herein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Receivables Assets in accordance with this Agreement and that which in its opinion may involve it in any expense 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 this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreementhereto. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed thereforreimbursement from Owner for the reasonable legal expenses and costs of such action. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(cNOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE HERETO THAT NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) not therefor reimbursedOR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; providedPROVIDED, howeverTHAT, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateTHE FOREGOING PROVISION SHALL NOT LIMIT OR RELIEVE ANY PARTY HERETO OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY HERETO AGAINST ANY DAMAGES IMPOSED UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY HERETO BY ANY THIRD PARTY.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. (a) Neither None of the Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors or officers or employees or agents of the Servicer any such Persons shall be under any liability to the Issuing Entity, the Noteholders or the CertificateholdersTrust, except as specifically provided in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgmenta Related Document; provided, however, that this provision shall not protect the Servicer Servicer, the Administrator, the Indenture Trustee or any such Person Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except excluding errors in judgment) in the performance of duties or (including negligence with respect to the Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Servicer, the Pooling AgreementAdministrator, the Trust Sale AgreementIndenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the IndentureAdministrator, the Trust Agreement Delaware Trustee or any other Basic Documentthe Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer or officer, employee or agent of the Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. (b) The Unless serving as Successor Servicer pursuant to Sections 10.2 and 10.3 hereof, and notwithstanding any director or officer or employee or agent of other provision to the Servicer shall be reimbursed by contrary herein, the Indenture Trustee or and the Owner Trustee, as applicable, Administrator shall not be liable for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee contained in this Agreement or any Related Document, and the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale AgreementDelaware Trustee, the Indenture or Seller and the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, Noteholders shall the Indenture Trustee or the Owner Trustee be liable look only to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profitsto perform such obligations. (c) Except The parties expressly acknowledge and consent to the initial Indenture Trustee acting in the potential dual capacity of Successor Servicer and in the capacity as provided Indenture Trustee. Such Indenture Trustee may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by such Indenture Trustee of express duties set forth in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense of such capacities, all of which defenses, claims or liability; provided, however, that assertions are hereby expressly waived by the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement other parties hereto and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit except in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c), on case of negligence or willful misconduct by such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution DateIndenture Trustee.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers directors, officers, or employees or agents of the Servicer shall be under any liability to the Issuing EntityTrust, the Noteholders Trustee, or the Certificateholders, except as specifically provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust 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 wilful misfeasance, gross negligence, or bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or any other Basic Document. 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) The Servicer Servicer, and any director or officer or director, officer, employee or agent of the Servicer Servicer, shall be reimbursed indemnified by the Indenture Trustee or the Owner TrusteeTrust and held harmless against any loss, as applicableliability, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)reasonable attorneys' fees and expenses) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in connection with any legal action relating to the performance of such trustee’s the Servicer's duties under this Agreement, other than (i) any loss or liability otherwise reimbursable pursuant to this Agreement; (ii) any loss, liability, or expense incurred solely by reason of the Trust Sale AgreementServicer's wilful misfeasance, negligence, or bad faith in the Indenture or the Trust Agreement performance of its duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement or the Trust Agreement; and (iii) any loss, liability, or expense for which the Trust is to be indemnified by the Servicer under this Agreement. In no event, however, Any amounts due the Servicer pursuant to this Section 8.4 shall the Indenture Trustee or the Owner Trustee be liable payable on a Distribution Date from amounts distributable to the Servicer for Seller from the Reserve Account pursuant to Section 5.6(e) (other than Investment Earnings) after all payments required to be made on such date to the Certificateholders and the Servicer, and amounts, if any, distributable therefrom to the Trustee pursuant to Section 10.7, have been paid and any damages amounts required to be retained on deposit in the nature Reserve Account pursuant to Section 5.6(e) to maintain the amount on deposit therein (exclusive of special, indirect or consequential damages, however styled, including lost profitsInvestment Earnings) in an amount equal to the Specified Reserve Account Balance on such date shall have been made. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Receivables in accordance with obligations under 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 rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Issuing Entity Trust, and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee . Any amounts due the Servicer pursuant to this Section 8.4 shall distribute out of the Collection Account be payable on a Distribution Date any from amounts permitted for reimbursement distributable to the Seller from the Reserve Account pursuant to Section 6.03(c5.6(e) not therefor reimbursed; provided(other than Investment Earnings) after all payments required to be made on such date to the Certificateholders and the Servicer, howeverand amounts, that if any, distributable therefrom to the Applicable Trustee shall not distribute such pursuant to Section 10.7, have been paid and any amounts if the amount required to be retained on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(bSection 5.6(e) and to maintain the amount on deposit therein (c), on such Distribution Dateexclusive of Investment Earnings) is greater than zero but less than in an amount equal to the Specified Reserve Account Balance on such date shall have been made. The Person to be indemnified shall provide the Trustee with a certificate and accompanying Opinion of Counsel requesting indemnification and setting forth the basis for such Distribution Daterequest.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuing EntityIssuer, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture or the Trust 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document. The Servicer and any director, 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 or the Pooling and Servicing Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including including, without limitation, any obligation of the Servicer to the Indenture Trustee or the Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s 's willful misfeasance, bad faith or negligence (except errors in judgment) (gross negligence in the case of the Owner Trustee) in the performance of such trustee’s 's duties under this Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including without limitation, lost profits. (c) Except as provided in this Agreement or in the Pooling and Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and the Pooling and Servicing 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 or the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Trust Sale Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust and the Servicer shall be entitled to be reimbursed therefor. (d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.