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

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer nor the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Noteholders or the Noteholders, except as provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) willful misfeasance or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedduties or by reason of reckless disregard of obligations and duties under this Agreement, further, that or by reason of negligence in the performance of duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement (except for errors in judgment). The Servicer and the Owner Trustee for costsBackup Servicer, taxesand their respective directors, expensesofficers, claimsemployees and agents, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer. (c) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer, the Depositor and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (cd) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, Backup Servicer or such person, as the case may be; provided, furtherPROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Indenture Owner Trustee and the Owner Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Owner Trustee or the Indenture Trustee and the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture Trustee, the Backup ServicerSeller, the Seller Security Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the its directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Depositor, either Trustee or the Noteholders, except as provided in this Agreement, any Securityholders 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 Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedits duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any directorof their respective directors, managerofficers, officer, employee employees or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) agents may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Should the Indenture Trustee at any time agree to become successor Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. the Indenture Trustee’s simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Indenture Trustee may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., the Indenture Trustee of express duties set forth in this Agreement in any of such capacities. (c) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of which defensesBackup Servicer hereunder. Without limiting the generality of the foregoing, claims the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or assertions are hereby administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement but any such appointment shall not release the Backup Servicer from its obligations and responsibilities hereunder. Notwithstanding anything contained herein to the contrary, in no event shall the Backup Servicer be liable for any consequential, incidental or special damages, including damages for loss of currency, funds, data, profits or goodwill. The Backup Servicer’s maximum liability for any breach of this Agreement by it in its capacity as Backup Servicer shall not exceed the fees actually paid to Backup Servicer hereunder for the services as Backup Servicer for the 12-month period immediately preceding such breach; provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the Backup Servicer’s liability arising from its willful misconduct or gross negligence. It is expressly waived by agreed and acknowledged that the Backup Servicer is not guaranteeing or insuring the performance of or assuming any liability for the obligations of the other parties hereto and or any of the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..Receivables.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterXxxxxx, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer [nor the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the IssuerTrust, the Holding Trust Noteholders or the Noteholders, except as provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer [or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) willful misfeasance or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedduties or by reason of reckless disregard of obligations and duties under this Agreement, further, that or by reason of negligence in the performance of duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement (except for errors in judgment). The Servicer [and the Owner Trustee for costsBackup Servicer], taxesand [their respective][its] directors, expensesofficers, claimsemployees and agents, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer. (c) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer, the Depositor and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (cd) [The parties expressly acknowledge and consent to Citibank[__________], N.A. [__________], acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank[__________], N.A.[__________], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank[__________], N.A.[__________], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank[__________], N.A..[__________].]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the its respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Depositor, the Indenture Trustee, the Owner Trustee, or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer against any liability by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03 hereof. The Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or counselor on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any other Basic Document. (b) The Backup Should the Indenture Trustee at any time agree to become successor Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. the Indenture Trustee’s simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Indenture Trustee may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., the Indenture Trustee of express duties set forth in this Agreement in any of such capacities. (c) CSC undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of which defensesCSC hereunder. Without limiting the generality of the foregoing, claims CSC, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or assertions are hereby administer the performance of the Servicer. CSC may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement but any such appointment shall not release CSC from its obligations and responsibilities hereunder. Notwithstanding anything contained herein to the contrary, in no event shall CSC be liable for any consequential, incidental or special damages, including, but not limited to damages for loss of currency, funds, data, profits or goodwill. CSC’s maximum liability for any breach of this Agreement by it in its capacity as Backup Servicer shall not exceed the fees actually paid to CSC hereunder for the services as Backup Servicer for the 12 month period immediately preceding such breach, provided, however, that the limitations set forth in this Section 7.05 shall not apply to or in any way limit CSC’s liability arising from the willful misconduct or gross negligence of CSC. It is expressly waived by agreed and acknowledged that CSC is not guaranteeing or insuring the performance of or assuming any liability for the obligations of the other parties hereto or any of the Receivables. CSC makes no warranty or representation and shall have no responsibility as to the Noteholders content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Receivables, will not be required to and will not make any representations as to the validity or value of any of the Receivables, shall not be responsible for the eligibility of any Receivable, or, except as is otherwise provided hereunder in the case event CSC is then acting as successor Servicer, for the validity, perfection, priority or enforceability of gross negligence and willful misconduct by Citibankthe liens in any of the Receivables, N.A..for insuring the Receivables or for the payment of taxes, charges, assessments or Liens upon the Receivables or otherwise as to the maintenance of the Receivables.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer nor the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directorsmanagers, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Noteholders or the NoteholdersCertificateholders, except as provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that duties or by reason of reckless disregard of obligations and duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement. The Servicer and the Owner Trustee for costsBackup Servicer, taxesand their respective managers, expensesofficers, claimsemployees and agent, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. (b) Except as provided in this Agreement, neither the Servicer nor Backup Servicer shall 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 or Backup Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the Basic Documents and the rights and duties of the parties to this Agreement and the Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement and the Basic Documents. (c) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Trustee and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (cd) The parties expressly acknowledge and consent to CitibankXxxxx Fargo, N.A. acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A.Xxxxx Fargo, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.Xxxxx Fargo, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..Xxxxx Fargo.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the its respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Depositor, the Indenture Trustee, the Owner Trustee, or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedits duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any directorof their respective directors, managerofficers, officer, employee employees or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) agents may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any other Basic Document. (b) The Backup Should the Indenture Trustee at any time agree to become successor Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. the Indenture Trustee’s simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Indenture Trustee may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., the Indenture Trustee of express duties set forth in this Agreement in any of such capacities. (c) Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of which defensesBackup Servicer hereunder. Without limiting the generality of the foregoing, claims Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or assertions are hereby administer the performance of the Servicer. Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement but any such appointment shall not release Backup Servicer from its obligations and responsibilities hereunder. Notwithstanding anything contained herein to the contrary, in no event shall Backup Servicer be liable for any consequential, incidental or special damages, including, but not limited to damages for loss of currency, funds, data, profits or goodwill. Backup Servicer’s maximum liability for any breach of this Agreement by it in its capacity as Backup Servicer shall not exceed the fees actually paid to Backup Servicer hereunder for the services as Backup Servicer for the 12 month period immediately preceding such breach, provided, however, that the limitations set forth in this Section 7.05 shall not apply to or in any way limit Backup Servicer’s liability arising from the willful misconduct or gross negligence of Backup Servicer. It is expressly waived by agreed and acknowledged that Backup Servicer is not guaranteeing or insuring the performance of or assuming any liability for the obligations of the other parties hereto or any of the Receivables. Backup Servicer makes no warranty or representation and shall have no responsibility as to the Noteholders content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Receivables, will not be required to and will not make any representations as to the validity or value of any of the Receivables, shall not be responsible for the eligibility of any Receivable, or, except as is otherwise provided hereunder in the case event Backup Servicer is then acting as successor Servicer, for the validity, perfection, priority or enforceability of gross negligence and willful misconduct by Citibankthe liens in any of the Receivables, N.A..for insuring the Receivables or for the payment of taxes, charges, assessments or Liens upon the Receivables or otherwise as to the maintenance of the Receivables.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will be under any liability liable to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall will not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall will not affect any liability of Triad to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiescapacities pursuant to the Purchase Agreement. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tapefile, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Insurer and the Noteholders shall will look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall will have no responsibility and shall will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agentsagents of the Backup Servicer) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will have no responsibility, shall will not be in default and shall will incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. The provisions of this Section 8.4(b) will not limit the Backup Servicer’s obligations pursuant to Section 4.14. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., N.A. may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., N.A. of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..N.A.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the its directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Depositor, either Trustee or the Noteholders, except as provided in this Agreement, any Securityholder 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 Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedits duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any directortheir respective directors, managerofficers, officer, employee employees or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) agents may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Should the Indenture Trustee at any time agree to become Successor Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. the Indenture Trustee’s simultaneously acting in the possible dual capacity of Backup Servicer or successor Successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Indenture Trustee may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., the Indenture Trustee of express duties set forth in this Agreement in any of such capacities. (c) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of which defensesBackup Servicer hereunder. Without limiting the generality of the foregoing, claims the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or assertions are hereby administer the performance of the Servicer. The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement but any such appointment shall not release the Backup Servicer from its obligations and responsibilities hereunder. Notwithstanding anything contained herein to the contrary, in no event shall the Backup Servicer be liable for any consequential, incidental or special damages, including damages for loss of currency, funds, data, profits or goodwill. The Backup Servicer’s maximum liability for any breach of this Agreement by it in its capacity as Backup Servicer shall not exceed the fees actually paid to Backup Servicer hereunder for the services as Backup Servicer for the 12-month period immediately preceding such breach; provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the Backup Servicer’s liability arising from its willful misconduct or gross negligence. It is expressly waived by agreed and acknowledged that the Backup Servicer is not guaranteeing or insuring the performance of or assuming any liability for the obligations of the other parties hereto and or any of the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..Receivables.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the its respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Depositor, the Indenture Trustee, the Owner Trustee, or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify its duties nor otherwise alter the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiesindemnification obligations under Section 7.03. Exeter, the The Servicer,[the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any other Basic Document. (b) The Backup Should the Indenture Trustee at any time agree to become successor Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. the Indenture Trustee’s simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Indenture Trustee may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., the Indenture Trustee of express duties set forth in this Agreement in any of such capacities. (c) [[ ] undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of which defenses[ ] hereunder. Without limiting the generality of the foregoing, claims [ ], except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or assertions are hereby administer the performance of the Servicer. [ ] may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement but any such appointment shall not release [ ] from its obligations and responsibilities hereunder. Notwithstanding anything contained herein to the contrary, in no event shall [ ] be liable for any consequential, incidental or special damages, including, but not limited to damages for loss of currency, funds, data, profits or goodwill. [ ]’s maximum liability for any breach of this Agreement by it in its capacity as Backup Servicer shall not exceed the fees actually paid to [ ] hereunder for the services as Backup Servicer for the 12 month period immediately preceding such breach, provided, however, that the limitations set forth in this Section 7.05 shall not apply to or in any way limit [ ]’s liability arising from the willful misconduct or gross negligence of [ ]. It is expressly waived by agreed and acknowledged that [ ] is not guaranteeing or insuring the performance of or assuming any liability for the obligations of the other parties hereto or any of the Receivables. [ ] makes no warranty or representation and shall have no responsibility as to the Noteholders content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Receivables, will not be required to and will not make any representations as to the validity or value of any of the Receivables, shall not be responsible for the eligibility of any Receivable, or, except as is otherwise provided hereunder in the case event [ ] is then acting as successor Servicer, for the validity, perfection, priority or enforceability of gross negligence and willful misconduct by Citibankthe liens in any of the Receivables, N.A..for insuring the Receivables or for the payment of taxes, charges, assessments or Liens upon the Receivables or otherwise as to the maintenance of the Receivables.]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer [nor the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the IssuerTrust, the Holding Trust Noteholders or the Noteholders, except as provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer [or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) willful misfeasance or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedduties or by reason of reckless disregard of obligations and duties under this Agreement, further, that or by reason of negligence in the performance of duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement (except for errors in judgment). The Servicer [and the Owner Trustee for costsBackup Servicer], taxesand [their respective][its] directors, expensesofficers, claimsemployees and agents, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer. (c) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer, the Depositor and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (cd) [The parties expressly acknowledge and consent to Citibank[ ], N.A. [ ], acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank[ ], N.A.[ ], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank[ ], N.A.[ ], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank[ ], N.A..[ ].]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will be under any liability liable to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall will not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall will not affect any liability of Triad to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiescapacities pursuant to the Purchase Agreement. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tapefile, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor [and the Insurer] and the Noteholders shall will look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall will have no responsibility and shall will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agentsagents of the Backup Servicer) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will have no responsibility, shall will not be in default and shall will incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. The provisions of this Section 8.4(b) will not limit the Backup Servicer's obligations pursuant to Section 4.14. (c) The parties expressly acknowledge and consent to Citibank, N.A. [Indenture Trustee] acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., [Indenture Trustee] may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., [Indenture Trustee] of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[Indenture Trustee].

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Certificateholders or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, Backup Servicer or such person, as the case may be; provided, furtherPROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Indenture Owner Trustee and the Owner Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Owner Trustee or the Indenture Trustee and the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture Trustee, the Backup ServicerSeller, the Seller Security Insurer, the Noteholders and the Noteholders Certificateholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will be under any liability liable to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall will not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall will not affect any liability of Triad to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiescapacities pursuant to the Purchase Agreement. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tapefile, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Insurer and the Noteholders shall will look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall will have no responsibility and shall will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agentsagents of the Backup Servicer) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will have no responsibility, shall will not be in default and shall will incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. The provisions of this Section 8.4(b) will not limit the Backup Servicer's obligations pursuant to Section 4.14. (c) The parties expressly acknowledge and consent to CitibankJPMorgan Chase Bank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. CitibankJPMorgan Chase Bank, N.A., N.A. may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankJPMorgan Chase Bank, N.A., N.A. of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankJPMorgan Chase Bank, N.A..N.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will be under any liability liable to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall will not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall will not affect any liability of Triad to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiescapacities pursuant to the Purchase Agreement. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tapefile, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Insurer and the Noteholders shall will look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall will have no responsibility and shall will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will have no responsibility, shall will not be in default and shall will incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. The provisions of this Section 8.4(b) will not limit the Backup Servicer's obligations pursuant to Section 4.14. (c) The parties expressly acknowledge and consent to Citibank, N.A. JPMorgan Chase Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., JPMorgan Chase Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., JPMorgan Chase Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..JPMorgan Chase Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Administrative Agent, the Agents, the Backup Servicer, the Seller Sellers and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Administrative Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersTrustee, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A., National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A., National Association of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. The Chase Manhattan Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., The Chase Manhattan Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., The Chase Manhattan Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..The Chase Manhattan Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..N.A.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of the Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor or any of the their respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Noteholders or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup ServicerSeller, the Seller and Security Insurer, the Noteholders Securityholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian Indenture Trustee shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective its duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents)party, including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents)party, (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. Xxxxxx Trust and Savings Bank simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in Indenture Trustee and as collateral agent under the capacity as Indenture TrusteeSpread Account Agreement and the Local Collection Account Agreement. Citibank, N.A., Xxxxxx Trust and Savings Bank may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., Xxxxxx Trust and Savings Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A...

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the NoteholdersSecurityholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Notwithstanding anything herein to the contrary, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of Agreement, and the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, Trust Collateral Agent and the Owner Trustee, the Indenture TrusteeSeller, the Backup Servicer, the Seller Insurer and the Noteholders Securityholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. LaSalle National Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., LaSalle National Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., LaSalle of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders Securityholders except in the case of gross negligence and willful misconduct by Citibank, N.A..LaSalle National Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the its respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Depositor, the Indenture Trustee, the Owner Trustee, or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer against any liability by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any other Basic Document. (b) The Backup Should the Indenture Trustee at any time agree to become successor Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. the Indenture Trustee’s simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Indenture Trustee may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., the Indenture Trustee of express duties set forth in this Agreement in any of such capacities. (c) CSC undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of which defensesCSC hereunder. Without limiting the generality of the foregoing, claims CSC, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or assertions are hereby administer the performance of the Servicer. CSC may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement but any such appointment shall not release CSC from its obligations and responsibilities hereunder. Notwithstanding anything contained herein to the contrary, in no event shall CSC be liable for any consequential, incidental or special damages, including, but not limited to damages for loss of currency, funds, data, profits or goodwill. CSC’s maximum liability for any breach of this Agreement by it in its capacity as Backup Servicer shall not exceed the fees actually paid to CSC hereunder for the services as Backup Servicer for the 12 month period immediately preceding such breach, provided, however, that the limitations set forth in this Section 7.05 shall not apply to or in any way limit CSC’s liability arising from the willful misconduct or gross negligence of CSC. It is expressly waived by agreed and acknowledged that CSC is not guaranteeing or insuring the performance of or assuming any liability for the obligations of the other parties hereto or any of the Receivables. CSC makes no warranty or representation and shall have no responsibility as to the Noteholders content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Receivables, will not be required to and will not make any representations as to the validity or value of any of the Receivables, shall not be responsible for the eligibility of any Receivable, or, except as is otherwise provided hereunder in the case event CSC is then acting as successor Servicer, for the validity, perfection, priority or enforceability of gross negligence and willful misconduct by Citibankthe liens in any of the Receivables, N.A..for insuring the Receivables or for the payment of taxes, charges, assessments or Liens upon the Receivables or otherwise as to the maintenance of the Receivables.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor replacement Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer may reasonably rely on any records and documentation provided, produced or supplied by the Servicer or its agents. The Backup Servicer shall not be liable for any obligation have no liability in connection with the malfeasance or nonfeasance of the Servicer contained in this Agreement or for its agents or the inaccuracy of any errors of data provided, produced or supplied by the Servicer contained or its agents. (c) If any error, inaccuracy or omission (collectively “error”) exists in any computer tape, certificate information provided by the Servicer or other data or document delivered its agents to the Backup Servicer hereunder and such error causes or on which materially contributes to the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trusteemaking or continuing any error (a “continuing error”), the Backup Servicer shall have no liability for such continuing error; provided, however, that this provision shall not protect the Backup Servicer against any liability arising from its willful misconduct, bad faith or negligence in discovering or correcting or failing to discover or correct any error or in the performance of its duties contemplated herein and; provided further, the Backup Servicer agrees to use its best efforts to prevent continuing errors. If the Backup Servicer becomes aware of any error or continuing error the Backup Servicer shall, with the prior written consent of the Insurer undertake such data or records reconstruction as is commercially reasonable to correct any such error or continuing error and to prevent future continuing error. The Backup Servicer shall be entitled to recover its costs incurred in correcting any such error or continuing error from the Servicer, the Seller and the Noteholders shall look only to the Servicer extent not paid by the Servicer, pursuant to perform such obligationsSection 3.03 of the Spread Account Agreement. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankWxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankWxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankWxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankWxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankBank One, N.A. NA acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankBank One, N.A., NA may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankBank One, N.A., NA of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankBank One, N.A..NA.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will be under any liability liable to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall will not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall will not affect any liability of Triad to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiescapacities pursuant to the Purchase Agreement. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tapefile, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Insurer and the Noteholders shall will look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall will have no responsibility and shall will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agentsagents of the Backup Servicer) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will have no responsibility, shall will not be in default and shall will incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. The provisions of this Section 8.4(b) will not limit the Backup Servicer's obligations pursuant to Section 4.14. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., N.A. may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., N.A. of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..N.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers directors or officers or employees or agents of Exeter [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] and any director, manager, officer, employee or agent of Exeter [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (c) [The parties expressly acknowledge and consent to Citibank[Backup Servicer Name], N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A.[Backup Servicer Name], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.[Backup Servicer Name], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[Backup Servicer Name].]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankWxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankWxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankWxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankWxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of the Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor or any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Issuer or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgmentor, with respect to the Servicer (if FEFG is not the Servicer) and the Backup Servicer, gross negligence) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Issuer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and Issuer or the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Issuer, the Trustee, the Indenture Trustee, the Backup Servicer, the Seller Security Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. LaSalle National Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., LaSalle National Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., LaSalle National Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..LaSalle National Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerSeller, the Holding Trust or the NoteholdersCertificateholders, except as provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith faith, or gross negligence (excluding errors in judgment) in the performance of dutiesduties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made, by the Servicer, Backup Servicer or such Person, as the case may be; and, provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, director or officer or employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may reasonably rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. . Except as provided in this Agreement, neither the Servicer nor the Backup Servicer shall 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. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer (b) however, in the event the Backup Servicer shall have knowledge of the Servicer's failure to perform its duties as required in this Agreement, the Backup Servicer shall promptly notify the Trustee and the Initial Certificateholder of such failure). The Backup Servicer shall have no liability for any action taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer. The Backup Servicer shall not be liable for required to expend or risk its own funds or otherwise incur financial liability in the performance of any obligation of its duties hereunder (unless as a result of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order Servicer's failure to perform its obligations hereunderduties as required therein), and or in the Owner Trusteeexercise of any of its rights or powers, if the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the Servicer to perform expenditure or risk of such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder funds or incur any liability for any failure, error, malfunction or any delay in carrying out any incurrence of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such informationfinancial liability. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall will not be in default and shall incur no liability responsible for (i) any act or delays attributable to the Servicer's failure to act of any third party (other than its contractual agents)deliver information, including defects in the information supplied by the Servicer or other circumstances beyond the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by control of the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Administrative Agent, the Agents, the Backup Servicer, the Seller Sellers and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Administrative Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersTrustee, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. The Bank of New York acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., The Bank of New York may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., The Bank of New York of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..The Bank of New York.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.. Back to Contents (c) The parties expressly acknowledge and consent to CitibankJPMorgan Chase Bank, N.A. N.A., acting in the possible dual capacity of Backup Servicer or successor replacement Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankJPMorgan Chase Bank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankJPMorgan Chase Bank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankJPMorgan Chase Bank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. JPMorgan Chase Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., JPMorgan Chase Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., JPMorgan Chase Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..JPMorgan Chase Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. JPMorgan Chase Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., JPMorgan Chase Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., JPMorgan Chase Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..JPMorgan Chase Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Administrative Agent, the Agents, the Backup Servicer, the Seller Sellers and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Administrative Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersTrustee, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankBank One, N.A. NA acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankBank One, N.A., NA may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankBank One, N.A., NA of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankBank One, N.A..NA.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Administrative Agent, the Agents, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Administrative Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersTrustee, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A., National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A., National Association of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of the Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor or any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Issuer or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith misconduct or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Issuer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and Issuer or the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner TrusteeIssuer, the Indenture Trustee, the Backup Servicer, the Seller Trustee and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. BNY Asset Solutions LLC acting in the possible dual capacity of Backup Servicer or successor Servicer. BNY Midwest Trust Company, as Trustee, and BNY Asset Solutions LLC, as Backup Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacitytheir respective capacities, discharge its separate their functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the its respective performance by Citibank, N.A., of express duties set forth in this Agreement in any of such respective capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders to such extent, except in the case of gross negligence and or willful misconduct by CitibankBNY Midwest Trust Company or BNY Asset Solutions LLC, N.A..as applicable.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxxxxx, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterServicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer, nor any of the directors, mangers directors or officers or employees or agents of Exeter Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterServicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedPROVIDED, furtherFURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent, the Insurer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent, the Insurer and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise or any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. (b) The Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, law or (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAFS, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AFS or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Issuer or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAFS, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, PROVIDED FURTHER that this provision shall not affect any liability to indemnify the Indenture Trustee Issuer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and Issuer or the Owner Trustee, each in their its individual capacitiescapacity. ExeterAFS, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AFS or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Issuer, the Trustee, the Indenture TrusteeSeller, the Backup Servicer, the Seller Security Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. LaSalle National Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity capacities as Trustee and Indenture TrusteeCollateral Agent. Citibank, N.A., LaSalle National Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., LaSalle of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..LaSalle National Bank .

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Noteholders, the Trustee or the NoteholdersNote Insurer, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of its duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Unless acting as Servicer hereunder and except as provided herein, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture TrusteeIssuer, the Backup Servicer, the Seller Note Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. Xxxxxx Trust and Savings Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., Xxxxxx Trust and Savings Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., Xxxxxx Trust and Savings Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..Xxxxxx Trust and Savings Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor replacement Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other Back to Contents parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank[Backup Servicer and Trust Collateral Agent], N.A. acting in the possible dual capacity of Backup Servicer or successor replacement Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A.[Backup Servicer and Trust Collateral Agent], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.[Backup Servicer and Trust Collateral Agent], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[Backup Servicer and Trust Collateral Agent].

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] nor any of the directors, mangers or officers or employees or agents of Exeter [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] and any director, manager, officer, employee or agent of Exeter [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (c) [The parties expressly acknowledge and consent to Citibank, N.A. [Backup Servicer Name] acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A.[Backup Servicer Name], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.[Backup Servicer Name], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[Backup Servicer Name].]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer nor the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directorsmanagers, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Noteholders or the NoteholdersCertificateholders, except as provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that duties or by reason of reckless disregard of obligations and duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement. The Servicer and the Owner Trustee for costsBackup Servicer, taxesand their respective managers, expensesofficers, claimsemployees and agent, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. (b) Except as provided in this Agreement, neither the Servicer nor Backup Servicer shall 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 or Backup Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the Basic Documents and the rights and duties of the parties to this Agreement and the Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement and the Basic Documents. (c) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Trustee and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (cd) The parties expressly acknowledge and consent to Citibank[ ], N.A. acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A.[ ], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.[ ], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[ ].

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerSeller, the Holding Trust or the NoteholdersCertificateholders, except as provided in under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith faith, or gross negligence (excluding errors in judgment) in the performance of dutiesduties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made, by the Servicer, Backup Servicer or such Person, as the case may be; providedand, furtherPROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, director or officer or employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may reasonably rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The . Except as provided in this Agreement, neither the Servicer nor the Backup Servicer shall not be liable for under any obligation of the Servicer contained in this Agreement to appear in, prosecute, or for defend any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and legal action that shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective incidental to its duties under this Agreement if such failure or delay results from to service the Backup Servicer acting Receivables in accordance with information prepared this Agreement, and that in its opinion may involve it in any expense or supplied by a Person other liability. Other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties specifically set forth in this Agreement in any Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of such capacitiesthe Servicer (however, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..event the Backup Servicer shall have

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of the Servicer, the Sub-Servicer, the Backup Servicer (including Servicer, the Backup Servicer in its capacity as the successor Servicer if so appointed) nor Custodian or any of the their respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Noteholders or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Sub-Servicer, the Backup Servicer (including Servicer, the Backup Servicer in its capacity as the successor Servicer if so appointed) Custodian or any such person person, as the case may be, against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided. The Servicer, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterSub-Servicer, the Backup Servicer (including Servicer, the Backup Servicer in its capacity as the successor Servicer if so appointed) Custodian and any director, manager, officer, employee or agent of Exeter or the Servicer, the Sub-Servicer, Backup Servicer (including or the Backup Servicer in its capacity as the successor Servicer if so appointed) Custodian may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders Note Insurer and the Securityholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Owner Trustee, the Owner Trustee Custodian and the Custodian Indenture Trustee shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents)party, including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents)party, (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. Harrxx Xxxst and Savings Bank simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in Indenture Trustee and as collateral agent under the capacity as Indenture TrusteeSpread Account Agreement. Citibank, N.A., Harrxx Xxxst and Savings Bank may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., Harrxx Xxxst and Savings Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A...

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Certificateholders or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, Backup Servicer or such person, as the case may be; provided, furtherPROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Indenture Owner Trustee and the Owner Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Owner Trustee or the Indenture Trustee and the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture Trustee, the Backup ServicerSeller, JPMD, the Seller Noteholders and the Noteholders Certificateholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the IssuerTrust, the Holding Trust Certificateholders, the Trustee, or the NoteholdersSeller, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of its duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterThe Servicer[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] and any director, manager, officer, employee or agent of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders Certificateholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (c) The parties expressly acknowledge and consent to Citibank[Norwest Bank Minnesota, N.A. National Association] acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. CitibankNorwest Bank Minnesota, N.A., National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankNorwest Bank Minnesota, N.A., National Association of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence (other than errors in judgment) and willful misconduct by CitibankNorwest Bank Minnesota, N.A..National Association.] (d) The Backup Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, the Seller, the Controlling Party or the Trustee for any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party or (ii) that is due to or results from the invalidity, unenforceability of any Receivable under applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Receivable.]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Originators, the Seller, the Depositor or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of dutiesduties (including negligence with respect to the Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, the Backup Servicer or such person, as the case may be; further provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) . The Backup Servicer shall not be liable for required to expend or risk its own funds or otherwise incur financial liability in the performance of any obligation of its duties hereunder, or in the Servicer contained exercise of any of its rights or powers, if the repayment of such funds or written indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered writing prior to the Backup Servicer hereunder expenditure or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any risk of such capacities, all funds or incurrence of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..financial liability.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Noteholders, the Indenture Trustee, the Owner Trustee, the Note Insurer or the NoteholdersSeller, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of its duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Indenture Trustee, the Owner Trustee, the Indenture Trustee, the Backup ServicerNote Insurer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankNorwest Bank Minnesota, N.A. National Association acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. CitibankNorwest Bank Minnesota, N.A., National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankNorwest Bank Minnesota, N.A., National Association of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence (other than errors in judgment) and willful misconduct by CitibankNorwest Bank Minnesota, N.A..National Association. (d) The Backup Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, the Seller, the Controlling Party, the Indenture Trustee or the Owner Trustee or for any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party or (ii) that is due to or results from the invalidity, unenforceability of any Receivable under applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Receivable.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of the Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor or any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Issuer or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgmentor, with respect to the Servicer (if FEFG is not the Servicer) and the Backup Servicer, gross negligence) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Issuer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and Issuer or the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Issuer, the Trustee, the Indenture Trustee, the Backup Servicer, the Seller Security Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. LaSalle National Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., LaSalle National Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., LaSalle National Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other - 76 - parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..LaSalle National Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, PROVIDED FURTHER that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture TrusteeSeller, the Backup Servicer, the Seller Security Insurer and the Noteholders Certificateholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. LaSalle National Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., LaSalle National Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., LaSalle of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..LaSalle National Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. JPMorgan Chase Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., JPMorgan Chase Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., JPMorgan Chase Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..JPMorgan Chase Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedPROVIDED, furtherFURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. The Chase Manhattan Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., The Chase Manhattan Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., The Chase Manhattan Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..The Chase Manhattan Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..66

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Notwithstanding anything herein to the contrary, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of Agreement, and the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, Trust Collateral Agent and the Owner Trustee, the Indenture TrusteeSeller, the Backup Servicer, the Seller Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. LaSalle National Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A., LaSalle National Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., LaSalle of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..LaSalle National Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankBank One, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankBank One, N.A., N.A. may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankBank One, N.A., N.A. of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankBank One, N.A..N.A.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Issuer or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductwilful misfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee Custodian for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner TrusteeCustodian, in their its individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture TrusteeCustodian, the Backup Servicer, the Seller and the Noteholders Certificateholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee Servicer and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersServicer, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable Automobile Loan under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any ReceivableAutomobile Loan, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer may reasonably rely on any records and documentation provided, produced or supplied by the Servicer or its agents. The Backup Servicer shall not be liable for any obligation have no liability in connection with the malfeasance or nonfeasance of the Servicer contained in this Agreement or for its agents or the inaccuracy of any errors of data provided, produced or supplied by the Servicer contained or its agents. (c) If any error, inaccuracy or omission (collectively "error") exists in any computer tape, certificate information provided by the Servicer or other data or document delivered its agents to the Backup Servicer hereunder and such error causes or on which materially contributes to the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trusteemaking or continuing any error (a "continuing error"), the Backup Servicer shall have no liability for such continuing error; provided, however, that this provision shall not protect the Backup Servicer against any liability arising from its willful misconduct, bad faith or negligence in discovering or correcting or failing to discover or correct any error or in the performance of its duties contemplated herein and; provided further, the Backup Servicer agrees to use its best efforts to prevent continuing errors. If the Backup Servicer becomes aware of any error or continuing error the Backup Servicer shall, with the prior written consent of the Insurer undertake such data or records reconstruction as is commercially reasonable to correct any such error or continuing error and to prevent future continuing error. The Backup Servicer shall be entitled to recover its costs incurred in correcting any such error or continuing error from the Servicer, the Seller and the Noteholders shall look only to the Servicer extent not paid by the Servicer, pursuant to perform such obligationsSection 3.03 of the Spread Account Agreement. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Noteholders, the Indenture Trustee, the Owner Trustee or the NoteholdersCompany, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of dutiesits duties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made by the Servicer, Backup Servicer or such Person, as the case may be; and, provided, further, that this provision shall not affect any liability of the Servicer to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) Except as provided in this Agreement, neither the Servicer nor the Backup Servicer shall 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. (c) Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer (however, in the event the Backup Servicer shall have actual knowledge of the Servicer's failure to perform its duties as required in this Agreement, the Backup Servicer shall promptly notify the Indenture Trustee and the Insurer of such failure). The Backup Servicer shall have no liability for any action taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer. (d) The Backup Servicer in its capacity as such shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder (unless as a result of the Backup Servicer's failure to perform its duties as required therein), or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. (e) The Backup Servicer will not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer. (f) Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Indenture Trustee, the Owner Trustee, the Indenture TrusteeCompany, the Backup Servicer, the Seller Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (cg) The parties expressly acknowledge and consent to Citibank, N.A. The Chase Manhattan Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Chase Manhattan Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., The Chase Manhattan Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence (other than errors in judgment) and willful misconduct by CitibankThe Chase Manhattan Bank. Notwithstanding the foregoing, N.A..no provision of this Agreement shall be deemed to relieve the Indenture Trustee of any of its duties specified in the Indenture.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the IssuerTrust, the Holding Trust Noteholders, the Indenture Trustee, the Owner Trustee or the NoteholdersSeller, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of its duties; provided. The Servicer, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, [the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] and any director, manager, officer, employee or agent of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture Trustee, the Backup ServicerOwner Trustee, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (c) The parties expressly acknowledge and consent to Citibank[Norwest Bank Minnesota, N.A. National Association] acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank[Norwest Bank Minnesota, N.A., National Association] may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank[Norwest Bank Minnesota, N.A., National Association] of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence (other than errors in judgment) and willful misconduct by Citibank[Norwest Bank Minnesota, N.A..National Association].] (d) The Backup Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, the Seller, the Controlling Party, the Indenture Trustee or the Owner Trustee or for any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party or (ii) that is due to or results from the invalidity, unenforceability of any Receivable under applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Receivable.]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, Backup Servicer or such Person, as the case may be; provided, furtherPROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee Issuer and the Owner Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Issuer or the Indenture Trustee and the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner TrusteeIssuer, the Indenture Trustee, the Backup ServicerAgent, the Seller Seller, the Security Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will be under any liability liable to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall will not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall will not affect any liability of Triad to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacitiescapacities pursuant to the Purchase Agreement. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tapefile, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Insurer and the Noteholders shall will look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall will have no responsibility and shall will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall will have no responsibility, shall will not be in default and shall will incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. The provisions of this Section 8.4(b) will not limit the Backup Servicer's obligations pursuant to Section 4.13. (c) The parties expressly acknowledge and consent to Citibank, N.A. JPMorgan Chase Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., JPMorgan Chase Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., JPMorgan Chase Bank of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..JPMorgan Chase Bank.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerBorrower, the Holding Trust Investors or the NoteholdersAgent, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than good faith errors in judgmentjudgment made in the course of servicing the Receivables) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. (b) The Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner TrusteeAgent, the Indenture Trustee, the Backup Servicer, the Seller Borrower and the Noteholders Investors shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties hereto and each Investor, by its acceptance of any interest in the Note or any Advance, or in any portion of any Lender's commitment to make Advances, expressly acknowledge and consent to Citibank, N.A. Norwest acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeCollateral Agent. Citibank, N.A., Norwest may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., Norwest of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..Norwest.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankBank One, N.A. NA, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankBank One, N.A., NA may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankBank One, N.A., NA of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankBank One, N.A..NA.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer nor [the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including [the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the IssuerTrust, the Holding Trust Noteholders or the Noteholders, except as provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer or [the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) willful misfeasance or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedduties or by reason of reckless disregard of obligations and duties under this Agreement, further, that or by reason of negligence in the performance of duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement (except for errors in judgment). The Servicer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, [the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer], and any directortheir respective directors, managerofficers, officeremployees and agents, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer. (c) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer, the Depositor and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (cd) [The parties expressly acknowledge and consent to Citibank[ ], N.A. acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A.[ ], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.[ ], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[ ].]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Noteholders, the Indenture Trustee, the Owner Trustee or the NoteholdersCompany, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of dutiesits duties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made by the Servicer, Backup Servicer or such Person, as the case may be; and, provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) Except as provided in this Agreement, neither the Servicer nor the Backup Servicer shall 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. (c) Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer (however, in the event the Backup Servicer shall have knowledge of the Servicer's failure to perform its duties as required in this Agreement, the Backup Servicer shall promptly notify the Indenture Trustee and the Insurer of such failure). The Backup Servicer shall have no liability for any action taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer. (d) The Backup Servicer in its capacity as such shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder (unless as a result of the Backup Servicer's failure to perform its duties as required therein), or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. (e) The Backup Servicer will not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer. (f) Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Indenture Trustee, the Owner Trustee, the Indenture TrusteeCompany, the Backup Servicer, the Seller Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (cg) The parties expressly acknowledge and consent to Citibank, N.A. The Chase Manhattan Bank acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., The Chase Manhattan Bank may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., The Chase Manhattan Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence (other than errors in judgment) and willful misconduct by CitibankThe Chase Manhattan Bank. Notwithstanding the foregoing, N.A..no provision of this Agreement shall be deemed to relieve the Indenture Trustee of any of its duties specified in the Indenture.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Originators, the Seller, the Depositor or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of dutiesduties (including negligence with respect to the Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, the Backup Servicer or such person, as the case may be; provided, furtherFURTHER PROVIDED, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) . The Backup Servicer shall not be liable for required to expend or risk its own funds or otherwise incur financial liability in the performance of any obligation of its duties hereunder, or in the Servicer contained exercise of any of its rights or powers, if the repayment of such funds or written indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered writing prior to the Backup Servicer hereunder expenditure or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any risk of such capacities, all funds or incurrence of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..financial liability.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankBank One, N.A. NA acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankBank One, N.A., NA may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankBank One, N.A., NA of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankBank One, N.A..NA.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall 57 incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankBank One, N.A. NA acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankBank One, N.A., NA may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankBank One, N.A., NA of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankBank One, N.A..NA.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, Backup Servicer or such Person, as the case may be; provided, furtherPROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee Issuer and the Owner Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Issuer or the Indenture Trustee and the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner TrusteeIssuer, the Indenture Trustee, the Backup ServicerAdministrative Agent, the Seller Seller, the Security Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank Minnesota, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor replacement Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank Minnesota, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank Minnesota, N.A.National Association, of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank Minnesota, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Noteholders, the Indenture Trustee, the Owner Trustee or the NoteholdersCompany, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of dutiesits duties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made by the Servicer, Backup Servicer or such Person, as the case may be; providedand, furtherPROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Except as provided in this Agreement, neither the Servicer nor the Backup Servicer shall not be liable for under any obligation of the Servicer contained in this Agreement to appear in, prosecute, or for defend any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and legal action that shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective incidental to its duties under this Agreement if such failure or delay results from to service the Backup Servicer acting Receivables in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer this Agreement, and that in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be opinion may involve it in default and shall incur no liability for (i) any act expense or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicerliability. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in Other than the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties specifically set forth in this Agreement in any Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of such capacitiesthe Servicer (however, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case event the Backup Servicer shall have knowledge of gross negligence and willful misconduct by Citibankthe Servicer's failure to perform its duties as required in this Agreement, N.A..the

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterServicer, the Backup Servicer (including Servicer, the Designated Backup Servicer in its capacity as the successor Servicer if so appointed) Subservicer, nor any of the directors, mangers directors or officers or employees or agents of Exeter Servicer, the Designated Backup Subservicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect ExeterServicer, the Designated Backup Subservicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedPROVIDED, furtherFURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent, the Insurer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent, the Insurer and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Designated Backup Subservicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter Servicer, the Designated Backup Subservicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Neither the Backup Servicer nor the Designated Backup Subservicer shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. (b) The Unless acting as Servicer hereunder, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Designated Backup Subservicer, the Trust Collateral Agent, the Trustee, the Collateral Agent, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer or the Designated Backup Subservicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, law or (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank Minnesota, N.A. National Association acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankXxxxx Fargo Bank Minnesota, N.A., National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank Minnesota, N.A., National Association of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross bad faith, negligence and or willful misconduct by CitibankXxxxx Fargo Bank Minnesota, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, provided further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank[Backup Servicer and Trust Collateral Agent], N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. Citibank, N.A.[Backup Servicer and Trust Collateral Agent], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A.[Backup Servicer and Trust Collateral Agent], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..[Backup Servicer and Trust Collateral Agent].

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Servicer [nor the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] shall be under any liability to the IssuerTrust, the Holding Trust Noteholders or the Noteholders, except as provided in this Agreement, Certificateholders for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect Exeter, the Servicer [or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer] or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) willful misfeasance or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedduties or by reason of reckless disregard of obligations and duties under this Agreement, further, that or by reason of negligence in the performance of duties under this provision shall not affect any liability to indemnify the Indenture Trustee Agreement (except for errors in judgment). The Servicer [and the Owner Trustee for costsBackup Servicer], taxesand [their] respective directors, expensesofficers, claimsemployees and agents, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. (b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer. (c) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller Depositor and the Noteholders shall look only to the Servicer to perform such obligations. The Backup ServicerOwner Trustee, the Indenture Trustee, the Owner Trustee Backup Servicer, the Depositor and the Custodian Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer.] (cd) [The parties expressly acknowledge and consent to Citibank[ ], N.A. [ ], acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank[ ], N.A.[ ], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank[ ], N.A.[ ], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank[ ], N.A..[ ].]

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Indenture Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankWxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor replacement Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankWxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankWxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankWxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Certificateholders or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, Backup Servicer or such person, as the case may be; provided, furtherPROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Indenture Owner Trustee and the Owner Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Owner Trustee or the Indenture Trustee and the Owner Trustee, each in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunderAgreement, and the Owner Trustee, the Indenture Trustee, the Backup ServicerSeller, Xxxxxx, the Seller Noteholders and the Noteholders Certificateholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture Trustee. Citibank, N.A., may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A..

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of the Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor or any of the their respective directors, mangers or officers or officers, employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust Noteholders or the NoteholdersCertificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Seller and the Noteholders Security Insurer and the Securityholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trustee, the Owner Trustee and the Custodian Indenture Trustee shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents)party, including the Servicer or the Majority NoteholdersControlling Party, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents)party, (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to Citibank, N.A. Xxxxxx Trust and Savings Bank simultaneously acting in the possible dual capacity of Backup Servicer or successor Servicer and in Indenture Trustee and as collateral agent under the capacity as Indenture TrusteeSpread Account Agreement and the Local Collection Account Agreement. Citibank, N.A., Xxxxxx Trust and Savings Bank may, in such dual or other capacitycapacities, discharge its separate functions fully, without hindrance hinderance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Citibank, N.A., Xxxxxx Trust and Savings Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by Citibank, N.A...

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterNone of AmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor or any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the NoteholdersSecured Parties, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, provided further that this provision shall not affect any liability to indemnify the Indenture Trustee Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture TrusteeCollateral Agent, the Agent, the Backup Servicer, the Seller AWC and the Noteholders Owners shall look only to the Servicer to perform such obligations. The Backup Servicer, Collateral Agent, the Indenture Owner Trustee, the Owner Trustee Agent and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority NoteholdersOwner Trustee, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankXxxxx Fargo Bank, N.A. National Association acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeCollateral Agent. CitibankXxxxx Fargo Bank, N.A., National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankXxxxx Fargo Bank, N.A., National Association of express duties set forth in the this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders Owners except in the case of gross negligence and willful misconduct by CitibankXxxxx Fargo Bank, N.A..National Association.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent and the Owner Trustee, in their individual capacities. ExeterAmeriCredit, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter AmeriCredit or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Majority Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any prior Servicer or any successor Backup Servicer. (c) The parties expressly acknowledge and consent to CitibankWxxxx Fargo Bank, N.A. National Association, acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity as Indenture TrusteeTrust Collateral Agent. CitibankWxxxx Fargo Bank, N.A.National Association, may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by CitibankWxxxx Fargo Bank, N.A.National Association, of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by CitibankWxxxx Fargo Bank, N.A..National Association.