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

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the Servicer may (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 the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. ‌ (a) Neither the Servicer (including in its capacity as custodian) nor any of the directors, officers, directors or officers or employees or agents of the Servicer (including in its capacity as custodian) shall be under any liability to the Seller, the Issuer, the Noteholders Indenture Trustee, the Grantor Trust, the Grantor Trust Trustee, the Owner Trustee, the Noteholders, the Certificateholders or the CertificateholdersRetained Interest Lender, except as provided in Section 5.2 and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer (including in its capacity as custodian) and any director, officer, officer or employee or agent of the Servicer (including in its capacity as custodian) may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall (including in its capacity as custodian) will not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service service, or maintain custody of, the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; PROVIDEDprovided, HOWEVERhowever, that the Servicer (including in its capacity as custodian) 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, breach of contract or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties (except for errors in judgment) under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; PROVIDED, HOWEVER, provided that the Servicer may (with the written consent of the Owner Trustee or Indenture Trusteebut shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses expense and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if Servicer. Neither Servicer nor any Notes are then outstanding) of its directors, officers, employees or agents shall be under any liability to Issuer, the Noteholders or the Owner Trust Estate (if no Notes are then outstanding) and Certificateholders for any losses, claims or damages arising solely from, out of, or in connection with, the Servicer will be entitled origination of a FreedomNation Receivable or the servicing of a FreedomNation Receivable prior to be reimbursed therefor solely from Available Collectionsthe Cutoff Date.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents of the Servicer shall not be under any liability to the SellerTrust, Trustee, the IssuerHolders, any Credit Enhancement provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking execution of any action pursuant to this Agreement or for errors in judgmentand any Supplement and the issuance of the Certificates; provided, however, provided that this provision shall not protect the directors, officers, employees and agents of Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and Trustee, its officers, directors, employees and agents, Servicer shall not be under any liability to the Trust, Trustee, its officers, directors, employees and agents, the Holders, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this AgreementAgreement or any Supplement; provided that this provision shall not protect Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that Agreement which in its reasonable opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, Trust Collateral Agent or the Noteholders or the Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for errors in judgmentthe good faith business judgment of the Servicer; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of bad faith, willful misfeasancemisconduct in the performance of duties, bad faith or by reason of negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any written advice of counsel, Opinion of Counsel or on any Officer's Certificate of the Transferor or certificate of auditors or other document of any kind prima facie properly executed reasonably believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 legal action in accordance with the servicing standard that it may in good faith deem necessary or desirable in respect of the Basic Documents this Agreement and the rights and thx xxxxxx xnd duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. CRVNA 2024-P4 Servicing Agreement (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, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuing Entity, the IssuerGrantor 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 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 or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misconduct or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this AgreementAdditionally, 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) Except as explicitly provided in this Agreement or any other Transaction Document, the Servicer will not be under any obligation to appear in, prosecute or defend any legal action that shall is not be 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 (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 the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collectionsits Customary Servicing Practices.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, the Noteholders Certificateholders or the CertificateholdersNoteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Servicer, and the Servicer will not be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability Liability to the Seller, the Issuer, the Noteholders Issuer or the CertificateholdersSecurityholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability 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 Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. (b) The Servicer and any director, officer, employee or agent of the Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any Liability incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action Proceeding that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityLiability; PROVIDEDprovided, HOWEVERhowever, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any such reasonable action that as it may deem necessary or desirable in respect of (i) this Agreement and the other Basic Documents and Documents, (ii) the rights and duties of the parties to this Agreement and the other Basic Documents and (iii) the interests of the Certificateholders under this Agreement and the Noteholders Securityholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsBasic Documents.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the SellerTrustee, the IssuerTrust, the Noteholders Contributor, the Transferor, the Depositor or the Certificateholders, except as provided under this Agreementherein, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Transferred Property 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 take any reasonable such non-incidental action that it is reasonable and that may deem be necessary or desirable in respect of the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents hereto and the interests of 67 73 the Certificateholders under this Agreement hereunder, provided that the Servicer shall notify the Trustee of such proposed action and the Noteholders under Servicer may thereafter commence such action unless the IndentureTrustee shall have disapproved the proposed action by so notifying the Servicer within five Business Days. In the event the Servicer takes such eventaction, the reasonable reasonably incurred legal expenses and costs for of such action and any liability liabilities resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Trust, and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionspursuant to Section 6.04(c)(iii) hereof.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Trust or the Certificateholders, except as provided under this the Agreement, for any action taken or for refraining from the taking of any action pursuant to this the Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this the Agreement, or by reason of negligence in the performance of its duties under the Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate 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. 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 shall not be incidental to its duties to service the Receivables in accordance with this the 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 the Basic Documents Agreement and the rights and duties of the parties to the Basic Documents Agreement and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, the Noteholders Certificateholders or the CertificateholdersNoteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur any expense or liability; PROVIDED, HOWEVER, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Servicer and the Servicer will not be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer,[ the Grantor Trust,] the Indenture Trustee, the IssuerOwner Trustee,[ the Grantor Trust Trustee, the Certificate Paying Agent,] the Noteholders or the Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Issuer or the CertificateholdersSecurityholders, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement the Further Transfer and Servicing Agreements 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 Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) [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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to this Agreement and the Basic Documents interests of the Securityholders under this Agreement and the Noteholders and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureTrust 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 the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionstherefor. (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 4.06(c)(vi) and 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

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the IssuerTrust, the Noteholders or the Certificateholders, except as provided under this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer -------- ------- or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer Servicer, and any directorits directors, officerofficers, employee or agent of the Servicer employees and agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted ----- ----- by any person respecting Person in respect of any matters arising under this Agreement. Except as provided in this Agreement, the . (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. Neither No recourse under or upon any obligation or covenant of this Agreement, any Note or any other Transaction Document, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of Servicer or of any successor corporation, either directly or through Servicer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement, all other relevant Transaction Documents and the obligations incurred hereunder or thereunder are solely corporate obligations, and that no such personal liability whatsoever shall attach to, or is or shall be incurred by the incorporators, shareholders, officers or directors, as such, of Servicer nor or of any successor corporation, or any of them, by reason of the obligations, covenants or agreements contained in this Agreement, any of the directorsNotes or any other Transaction Documents, officersor implied therefrom; and that any and all such personal liability of, employees either at common law or agents in equity or by constitution or statute, and any and all such rights and claims against, every such incorporator, shareholder, officer or director, as such, because of the Servicer shall be creation of the indebtedness hereby authorized, or under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard the obligations or covenants contained in this Agreement, any of obligations the Notes or any other Transaction Documents, or implied therefrom, are hereby expressly waived and duties under released as a condition of, and as a consideration for, the execution of this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any person Person (other than by an Affiliate of Servicer) respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and Agreement that in its reasonable opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither (a) Notwithstanding Section 8.01, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, 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 in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. .The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the hereunder.The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; PROVIDED, HOWEVERprovided, however, that the Servicer may (may, with the written consent of the Owner Trustee or Indenture Trustee) Owner, which consent shall not be unreasonably withheld, undertake any reasonable such action that which it may deem necessary or desirable in respect of the Basic Documents to this Agreement and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In xxxxxx.Xx 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 Trust Estate Servicer’s indemnification under Section 8.01. (if any Notes are then outstandingb) Notwithstanding Section 8.01, the Servicer shall not be required to indemnify, or otherwise be liable to, the Owner Trust Estate (if no Notes are then outstandingor those referenced above for any Liability which the Owner is required to indemnify for pursuant to Section 8.01(b) and the Servicer will be entitled to be reimbursed therefor solely from Available Collectionsabove.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Purchaser or the CertificateholdersMaster Servicer, except as specifically provided under this Agreementin the Basic Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement the Basic Documents 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 Agreementherein. The Servicer and any director, officer, officer or employee or agent of the Servicer may reasonably rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. the Basic Documents. (b) Except as provided in this Agreementthe Basic Documents, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, the Basic Documents and that in its opinion may involve it in any expense or liability; PROVIDEDprovided, HOWEVERhowever, that at the Master Servicer’s request 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 the Basic Documents and the rights and duties of the parties Parties to the Basic Documents and the interests of the Certificateholders under this Agreement and Purchaser in the Noteholders under the IndentureBasic Documents. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Purchaser and the Servicer will shall be entitled to be reimbursed therefor solely therefor, and the Purchaser shall defend, indemnify and hold harmless the Servicer from Available Collectionsand against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting therefrom.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersResidual Interestholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (a) 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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Residual Interestholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the IssuerTrust, the Noteholders or the Certificateholders, except as provided under this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and any directorits directors, officerofficers, employee or agent of the Servicer employees and agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person respecting Person in respect of any matters arising under this Agreement. Except as provided in this Agreement, the . (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate Servicer. (if c) The parties expressly acknowledge and consent to Wxxxx Fargo Bank, National Association, acting in the capacity of Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. Wxxxx 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 Notes such conflict or breach arises from the performance by Wxxxx Fargo Bank, National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are then outstanding) or hereby expressly waived by the Owner Trust Estate (if no Notes are then outstanding) other parties hereto and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsNoteholders except in the case of gross negligence and willful misconduct by Wxxxx Fargo Bank, National Association.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will 27 Sale and Servicing Agreement (SDART 2024-5) not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the CertificateholdersFIACC, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any action taken in good faith 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 gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any person Person respecting any matters arising under this Agreement. The Servicer shall not be liable for an error of judgment made in good faith by a Servicing Employee, unless it shall be proved that the Servicer shall have been grossly negligent in ascertaining the pertinent facts. The Servicer and any director, officer, employee or agent of the Servicer may consult with counsel respecting any matters arising under this Agreement and shall be protected in relying in good faith on the advice of such counsel. Except as expressly provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement; provided, and that in its opinion may involve it in any expense or liability; PROVIDED, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be 29 SERVICING AGREEMENT expenses, costs costs, and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) FIACC and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionstherefor. Rights of reimbursement under this Section 7.04 shall survive the termination of this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, [the Swap Counterparty,] the Noteholders or the Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and 15 Form of Servicing Agreement duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the 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) 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 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; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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 pursuant to Section 4.6(c)(vi) 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 CollectionsFunds 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 pursuant to Section 4.6(c)(vi) 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.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersCertificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Certificateholder under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collections.therefor. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date in accordance with Section 4.4(a). 23 Sale and Servicing Agreement (USAA 2009-2)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall will be under any liability to the Seller, the Issuer, the Noteholders Indenture Trustee, the Owner Trustee, the Noteholders[, the Swap 24 Sale and Servicing Agreement Counterparty] or the Certificateholders, except as provided under this AgreementResidual Interestholders, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the 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) 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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Residual Interestholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the SellerIndenture Trustee, the IssuerCollateral Agent, the Noteholders Originator, the Transferors, the Depositor, the Note Insurer, the Issuer or the Certificateholders, except as provided under this Agreement, Noteholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Indenture or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreementthe Indenture. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder or under this Agreementthe Indenture. Except as provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Trust Property 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 take any reasonable such non-incidental action that it is reasonable and that may deem be necessary or desirable in respect of the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents hereto and the interests of the Certificateholders under this Agreement Noteholders and the Noteholders under Note Insurer hereunder, provided that the Indenture. In Servicer shall notify the Indenture Trustee and the Note Insurer of such event, the reasonable legal expenses and costs for such proposed action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.may thereafter commence such action only with the consent of the Note Insurer (unless a Note Insurer Default has occurred and is continuing), unless the Indenture Trustee shall have disapproved the proposed action by so notifying the Servicer within five (5)

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the The directors, officers, stockholders, employees or other affiliates or agents of the Servicer shall not be under any liability to the SellerTrust, the IssuerTrustee, the Noteholders Holders, any Credit Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the Certificateholders, except execution of this Agreement and any Supplement and the issuance of the Certificates. Except as provided in Section 8.4 with respect to the Trust and the Trustee, its officers, directors, employees and agents, the Servicer shall not be under this Agreementany liability to the Trust, the Trustee, its officers, directors, employees and agents, the Holders, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as the Servicer pursuant to this Agreement or for errors in judgmentany Supplement; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under this Agreementany Supplement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that Agreement which in its reasonable opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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 pursuant to Section 4.6(c)(vi) 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 CollectionsCollections on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholdes and the Servicer have been made, and deposits of any amount required to be deposited into the Reserve Account pursuant to Section 4.6(c)(vi) 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.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, [the Swap Counterparty,] the Noteholders or the Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. 15 Form of Servicing Agreement (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. Neither (a) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under have any liability to the SellerTrust, the Issuer, the Noteholders Trustee or the CertificateholdersTrust Agent, except as provided under this Agreementor any Beneficiary, Special Purpose Affiliate, Holder or Registered Pledgee, for any action taken or for refraining from the taking of any action pursuant to this Agreement hereto or thereto or for errors in judgment; provided. Notwithstanding the foregoing, however, that this provision shall not protect the Servicer or any such person Person against any liability 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 Agreementhereunder or thereunder. The Servicer and any directorits directors, officerofficers, employee or agent of the Servicer employees and agents may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. hereunder or thereunder and in so doing shall not be acting in bad faith or with negligence, willful misfeasance or reckless disregard. (b) Except as otherwise provided in this AgreementAgreement and the other Trust Documents, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action Proceeding that shall is not be 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 (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the Basic other Trust Documents and the rights and duties of the parties to the Basic Documents hereto or thereto and the interests of the Certificateholders under this Agreement and the Noteholders under the Indentureany Beneficiary hereunder or thereunder. In such event, the reasonable legal expenses and costs for such action and any liability Loss resulting therefrom shall be expenses, costs and liabilities of an expense allocated to the Trust Estate (if any Notes are then outstanding) Assets relating to the UTI or the Owner Trust Estate (if no Notes are then outstanding) and related SUBI, as applicable, subject to reimbursement to the Servicer will be entitled to be reimbursed therefor solely from Available Collectionsextent provided in any applicable Servicing Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the general partner or any limited partner under the Servicer's limited partnership agreement or any of the directors, officers, directors or officers or employees or agents of the Servicer Servicer, the general partner or any limited partner under the Servicer's limited partnership agreement shall be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of gross negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the 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) 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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and this Agreement, the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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, the Owner Trustee, the Indenture Trustee and the Servicer have been made. (c) The Servicer, the general partner and each limited partner under the Servicer's limited partnership agreement and any director or officer or employee or agent of the Servicer, the general partner and each limited partner under the Servicer's limited partnership agreement shall be indemnified by the Issuer 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) Sale and Servicing Agreement 2007-1 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 CollectionsFunds on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the general partner or any limited partner under the Servicer’s limited partnership agreement or any of the directors, officers, directors or officers or employees or agents of the Servicer Servicer, the general partner or any limited partner under the Servicer’s limited partnership agreement shall be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of gross negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the 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) 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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and this Agreement, the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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, the Owner Trustee, the Indenture Trustee and the Servicer have been made. (c) The Servicer, the general partner and each limited partner under the Servicer’s limited partnership agreement and any director or officer or employee or agent of the Servicer, the general partner and each limited partner under the Servicer’s limited partnership agreement shall be indemnified by the Issuer 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 CollectionsFunds on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee have been made.

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the CertificateholdersFIARC, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any action taken in good faith 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 gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any person Person respecting any matters arising under this Agreement. The Servicer shall not be liable for an error of judgment made in good faith by a Servicing Employee, unless it shall be proved that the Servicer shall have been grossly negligent in ascertaining the pertinent facts. The Servicer and any director, officer, employee or agent of the Servicer may consult with counsel respecting any matters arising under this Agreement and shall be protected in relying in good faith on the advice of such counsel. Except as expressly provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement; provided, and that in its opinion may involve it in any expense or liability; PROVIDED, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) FIARC and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionstherefor. Rights of reimbursement under this Section 7.04 shall survive the termination of this Agreement.

Limitation on Liability of Servicer and Others. CRVNA 2024-P3 Servicing Agreement (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, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuing Entity, the IssuerGrantor 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 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 or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misconduct or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this AgreementAdditionally, 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) Except as explicitly provided in this Agreement or any other Transaction Document, the Servicer will not be under any obligation to appear in, prosecute or defend any legal action that shall is not be 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 (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 the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collectionsits Customary Servicing Practices.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Seller, the Issuer, the Noteholders Issuer or the Certificateholders, except as provided under this Agreement, any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or the Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of its counsel and professional consultants, or on any document of any kind kind, prima facie properly executed and submitted by any person Person, respecting any matters arising under this Agreement. Except as 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 Uplift Property that shall is not be incidental directly related to one of the Servicer's enumerated duties in this Agreement or related to its duties obligation to service the Receivables in accordance with this Agreementpay Indemnified Losses, and that in its reasonable opinion may involve cause it in to incur any expense or liability; PROVIDEDprovided, HOWEVERhowever, that the Servicer may (with the written consent may, in respect of the Owner Trustee or Indenture Trustee) 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 the Basic Documents and order to protect the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders Issuer or the Indenture Trustee under this Agreement and the Noteholders Holders under this Agreement. The Servicer's costs and expenses incurred in connection with any such Proceeding shall be payable from Uplift Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. In The Servicer's obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such event, Operating Expense may be reasonably delayed pursuant to the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities terms of the Trust Estate Indenture (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and it being understood that the Servicer will may be entitled required initially to be reimbursed therefor solely from Available Collectionsadvance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersCertificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (a) 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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Certificateholder under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Issuer or the Certificateholdersany Noteholder, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Further Transfer and Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of the Servicer’s duties or by reason of reckless disregard of obligations and duties under this Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this AgreementAgreement and that, and that in its opinion 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 the Basic Documents this Agreement and the rights and duties of the parties to this Agreement and the Basic Documents interests of the Securityholders under this Agreement and the Noteholders and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureTrust 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 the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, Issuer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Mortgage Loan Purchase and Servicing Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Mortgage Loan Purchase and Servicing Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations this Mortgage Loan Purchase and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any person the proper authorities respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement, Mortgage Loan Purchase and that Servicing Agreement and which in its opinion may involve it in any expense or liability; PROVIDEDprovided, HOWEVERhowever, that the Servicer may (may, with the written consent of the Owner Trustee or Indenture Trustee) Issuer, undertake any reasonable such action that which it may deem necessary or desirable in with respect of the Basic Documents to this Mortgage Loan Purchase and Servicing Agreement and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenturehereto. In such event, the Servicer shall be entitled to reimbursement from the Issuer of the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collectionsaction.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Trust or the Certificateholders, except as provided under this the Agreement, for any action taken or for refraining from the taking of any action pursuant to this the Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this the Agreement. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate 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 the Agreement. . (b) Except as provided in this the Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this the Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents Agreement and the rights and duties of the parties to the Basic Documents Agreement and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Servicer and the Servicer will not be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Seller, the Issuer, the Noteholders Indenture Trustee, the Owner Trustee, the Noteholders, or the CertificateholdersResidual Interestholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Residual Interestholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability Table of Contents to the Seller, the Issuer, the Indenture Trustee, the Owner Trustee, [the Swap Counterparty,] the Noteholders or the Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Owner Trustee or the CertificateholdersSecurityholders, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement the Further Transfer and Servicing Agreements 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 Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) [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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to this Agreement and the Basic Documents interests of the Securityholders under this Agreement and the Noteholders and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureTrust 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 the Trust Estate (if any Notes are then outstanding) or Owner Trustee payable from the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionstherefor. (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 4.06(c)(v) and 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 the general partner or any limited partner under the Servicer's limited partnership agreement or any of the directors, officers, directors or officers or employees or agents of the Servicer Servicer, the general partner or any limited partner under the Servicer's limited partnership agreement shall be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of gross negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the 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) 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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and this Agreement, the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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, the Owner Trustee, the Indenture Trustee and the Servicer have been made. (c) The Servicer, the general partner and each limited partner under the Servicer's limited partnership agreement and any director or officer or employee or agent of the Servicer, the general partner and each limited partner under the Servicer's limited partnership agreement shall be indemnified by the Issuer 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 CollectionsFunds on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee have been made.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, Company for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting with respect to any matters matter arising under this Agreementhereunder. Except as provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; PROVIDED, HOWEVERprovided, however, that the Servicer may (may, with the prior written consent of the Owner Trustee or Indenture Trustee) Company, undertake any reasonable such action that which it may deem necessary or desirable in respect of the Basic Documents to this Agreement and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenturehereto. In such event, the Servicer shall be entitled to reimbursement from the Company of the reasonable legal expenses and costs of such action. Notwithstanding the foregoing, in the event that the Servicer fails to perform its duties under the Servicing Agreement in accordance with the terms thereof and, as a result, the Company becomes liable for tax on the amounts it receives from Xxxxxx Trust and Savings Bank on the Loan (as this expression is defined in that certain Loan Agreement entered into between Xxxxxx Trust and Savings Bank and Xxxxxx Preferred Capital Corporation on this day), the Servicer shall indemnify and hold xxxxxxxx Xxxxxx Preferred Capital Corporation for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available Collectionstax.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor the general partner or any limited partner under the Servicer's limited partnership agreement or any of the directors, officers, directors or officers or employees or agents of the Servicer Servicer, the general partner or any limited partner under the Servicer's limited partnership agreement shall be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of its obligations and duties under this Agreement, or by reason of gross negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the 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) 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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and this Agreement, the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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, the Owner Trustee, the Indenture Trustee and the Servicer have been made. (c) The Servicer, the general partner and each limited partner under the Servicer's limited partnership agreement and any director or officer or employee or agent of the Servicer, the general partner and each limited partner under the Servicer's limited partnership agreement shall be indemnified by the Issuer 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 18 SALE AND SERVICING AGREEMENT this subsection shall be payable on a Payment Date from the Available CollectionsFunds on deposit in the Collection Account only after all payments required to be made on such date to the Noteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee have been made.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, the Noteholders Certificateholders or the CertificateholdersNoteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any directormanager, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. 55 (NAROT 20[ ]-[ ] Sale and Servicing Agreement) (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Servicer, and the Servicer will not be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the IssuerTrust, the Noteholders or the Certificateholders, except as provided under this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer -------- ------- or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer Servicer, and any directorits directors, officerofficers, employee or agent of the Servicer employees and agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by ----- ----- any person respecting Person in respect of any matters arising under this Agreement. Except as provided in this Agreement, the . (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the 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) 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 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; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor therefor. 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 pursuant to Section 4.6(c)(iv) 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 CollectionsCollections 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 pursuant to Section 4.6(c)(iv) 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.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Seller, the Issuer, the Noteholders Indenture Trustee, the Owner Trustee, the Noteholders, the Swap Counterparty or the CertificateholdersResidual Interestholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (a) 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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Residual Interestholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the 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 Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. (b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any contractual damages, liability or expense incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Contracts in accordance with this 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 and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders Securityholders under the Indenture. 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 Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsBasic Documents.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Issuer or the Certificateholdersany Noteholder, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Further Transfer and Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer -------- ------- or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of the Servicer's duties or by reason of reckless disregard of obligations and duties under this Agreementthe Further Transfer and Servicing Agreements. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to this Agreement and the Basic Documents interests of the Securityholders under this Agreement and the Noteholders and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureTrust 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 the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer's Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (a) 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 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; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders or the CertificateholdersFIRC, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any action taken in good faith 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 gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any person Person respecting any matters arising under this Agreement. The Servicer shall not be liable for an error of judgment made in good faith by a Servicing Employee, unless it shall be proved that the Servicer shall have been grossly negligent in ascertaining the pertinent facts. The Servicer and any director, officer, employee or agent of the Servicer may consult with counsel respecting any matters arising under this Agreement and shall be protected in relying in good faith on the advice of such counsel. Except as expressly provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement; provided, and that in its opinion may involve it in any expense or liability; PROVIDED, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) FIRC and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collections.therefor. Rights of reimbursement under this Section 7.04 shall survive the termination of this Agreement. SERVICING AGREEMENT

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the SellerIssuer, the IssuerIndenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this AgreementAgreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. .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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (Servicer. Notwithstanding the foregoing, if the Initial Servicer has been replaced as Servicer hereunder, any Notes are then outstanding) expenses or the Owner Trust Estate (if no Notes are then outstanding) and fees payable by the Servicer will pursuant to this clause (b) shall be entitled to be reimbursed therefor solely from Available Collections.reimbursable by the Issuer in accordance with Section 4.4(a) of this Agreement or Section 5.4(b) of the Indenture, as applicable. 25 Sale and Servicing Agreement (ACMAT 2024-2)

Limitation on Liability of Servicer and Others. Neither (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer nor any of the directors, officers, employees or agents of the in this Agreement. The Servicer shall will not be under any liability to the Seller, the Issuer, the Noteholders or the CertificateholdersPurchaser, except as provided under with respect to a breach of any provision of this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this . This provision shall will not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of fraud, willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer may rely in good faith on any Opinion of Counsel or on any Officer's Certificate of the Purchaser or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any directormatters arising under this Agreement. (b) The obligations of the Servicer under this Agreement are solely corporate obligations of the Servicer, and no recourse may be taken, directly or indirectly, with respect to the obligations of the Servicer against any owner, beneficiary, agent, officer, director, employee or agent of the Servicer may rely or their successors or assigns in good faith on their individual capacities or any document holder of a beneficial interest in the Servicer except for any kind prima facie properly executed and submitted liability that would otherwise be imposed by any person respecting any matters arising under this Agreement. reason of such Person's fraud, willful misfeasance or bad faith. (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 shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the . 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Purchaser under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall from such action will be expenses, costs and liabilities of the Trust Estate Servicer. (if any Notes are then outstandingd) or the Owner Trust Estate (if no Notes are then outstanding) and the The Servicer will not be entitled in default under this Agreement if it is unable to be reimbursed therefor solely from Available Collectionsperform any of its obligations as a result of an act of God, act of war, terrorism, fires, earthquake, or other natural disaster. The Servicer will make commercially reasonable efforts to resume the performance of its obligations under this Agreement as soon as reasonably practicable after any such event.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Seller, the Issuer, the Noteholders Indenture Trustee, the Owner Trustee, the Noteholders[, the Swap Counterparty] or the CertificateholdersCertificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders and the Certificateholder under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall will be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Issuer, and the Servicer will shall be entitled to be reimbursed therefor solely from Available Collections.therefor. Any amounts due the Servicer pursuant to this subsection shall be payable on a Payment Date in accordance with Section 4.4(a). 28 Sale and Servicing Agreement (USAA 20[ ]-[ ])

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Noteholders Trustee or the CertificateholdersNoteholders, except as provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement Agreement, or for errors in judgment; provided, howeverPROVIDED HOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence of the Servicer in connection with the performance transactions contemplated by this Agreement and any of duties the other Transaction Documents, or the breach by reason the Servicer of reckless disregard any of obligations and duties its representations, warranties or covenants hereunder or under this Agreementany of the other Transaction Documents. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) 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 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 (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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Certificateholders Noteholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses and costs for such action Agreement. (c) The Servicer and any liability resulting therefrom shall be expensesdirector, costs and liabilities officer, employee or agent of the Trust Estate (if Servicer may rely in good faith on the advice of counsel or on any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) document of any kind, prima facie properly executed and the Servicer will be entitled to be reimbursed therefor solely from Available Collectionssubmitted by any Person respecting any matters arising under this Agreement.

Limitation on Liability of Servicer and Others. Neither Subject to Section 7.02, neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, Trust Collateral Agent or the Class A Noteholders or the Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for errors in judgmentthe good faith business judgment of the Servicer; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of bad faith, willful misfeasancemisconduct in the performance of duties, bad faith or by reason of negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any advice of counsel, Opinion of Counsel or on any Officer's Certificate of the Seller or certificate of auditors or other document of any kind prima facie properly executed 77 believed to be genuine and submitted to have been signed by any person respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables Dealer Loans and the related Contracts in accordance with this Agreement, 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 the Basic Documents this Agreement and the rights and duties of the parties to the Basic Documents this Agreement and the interests of the Class A Noteholders and the Certificateholders under this Agreement and the Noteholders under the IndentureAgreement. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and the Servicer will be entitled to be reimbursed therefor solely from Available CollectionsServicer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, the Noteholders Certificateholders or the CertificateholdersNoteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in (Nissan 2005-A Sale and Servicing Agreement) 58 judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur 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 the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Servicer, and the Servicer will not be entitled to be reimbursed therefor solely from Available Collectionstherefor.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the SellerTrust, the Issuer, the Noteholders Certificateholders or the CertificateholdersNoteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve cause it in to incur any expense or liability; PROVIDED, HOWEVER, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the reasonable legal expenses and costs for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) Servicer, and the Servicer will not be entitled to be reimbursed therefor solely from Available Collectionstherefor.