Common use of Limitations on Liability Clause in Contracts

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable under and shall be indemnified by the Transaction Documents, including Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (av) CFS shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any action taken or not taken by it (A) according to the instructions failure of the Noteholders of a majority of the Note Balance of the Controlling ClassFund to comply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will CFS shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administrator, errors of pricing services (other than to pursue all reasonable claims against the Depositor, pricing service based on the holder pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee;trade information). (vviii) the Owner Trustee CFS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of the form of action; orTrust who has been issued a User ID by CFS. (viix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. CFS disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual InterestCertificateholders, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest or Make-Whole Payments on the Notes or amounts distributable to the holder of the Residual InterestCertificateholders; (iii) the Owner Trustee will not be liable for and makes no representations as to (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes Documents or related documents, (E) the legality, validity and enforceability of a Receivablethe Certificates or the Notes, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not have any responsibility or liability for or with respect to (A) the legality, validity and enforceability of any Receivable, (B) the existence and ownership of any Receivable, (C) the existence and contents of any device payment plan agreement or any computer or other record thereof, (D) the completeness of any device payment plan agreement or (E) the performance or enforcement of any device payment plan agreement; (v) the Owner Trustee will not have any responsibility or liability for or with respect to the compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; (vi) the Owner Trustee will not be liable for the default or misconduct of or acts or omissions of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or any Certificateholder, the Indenture Trustee or the Asset Representations Reviewer under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Issuer, the Servicer, the Indenture Trustee, the Administrator, the Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach; (vvii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of the Notes, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes, or (D) the use or application of any funds paid to the Servicer in accordance with the Transfer and Servicing Agreement. (viii) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (viix) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable under and shall be indemnified by the Transaction Documents, including Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (av) CFS shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any action taken or not taken by it (A) according to the instructions failure of the Noteholders of a majority of the Note Balance of the Controlling ClassFund to comply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will CFS shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administratorerrors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the Depositorcontrary in this Agreement, CFS shall not be liable to the holder Trust or any shareholder of the Residual Interest Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Indenture Trustee Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the Transaction Documents loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for any action taken which CFS is determined to be liable hereunder shall be reduced by the Indenture Trusteeamount of gain which inures to shareholders, whether to be collected by the Administrator Trust or not. For purposes of this Agreement: (i) the Servicer NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the name of the Owner Trustee;Fund’s fiscal year shall be netted. (vix) the Owner Trustee CFS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of the form of action; orTrust who has been issued a User ID by CFS. (vix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. CFS disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Trustee will 10.1.1 TA shall not be held accountable or liable under to the Transaction DocumentsFund, including for or any third party if TA is unable to perform its responsibilities in accordance with this Agreement as a result of (i) any errors in the following actions, except Services based upon or arising out of information received in a timely or untimely manner by TA either (a) for its own willful misconductfrom a source which TA was authorized to rely upon pursuant to a relevant Schedule hereto, bad faith or negligence (except for errors in judgment) or (b) if from a representation or warranty source which in Section 6.6 TA’s reasonable judgment was as an appropriate source for such information, (ii) relevant information known to the Fund which would impact the Services but which is not true and correct as communicated by the Fund or its agent to TA, or (iii) the suspension, discontinuance or termination of the Closing Date:transmission of information by information providers for any reason, provided TA shall have made reasonable commercial efforts to procure such transmission. The Fund hereby acknowledges and agrees that TA shall neither guarantee nor make any warranties whatsoever, with respect to the sources referenced above and to the accuracy or completeness of their information. 10.1.2 The Fund acknowledges and agrees that nothing herein is intended to diminish the responsibility of third parties, including without limitation, its clients, custodian banks, brokers, and pricing and administrative agents, under their respective contractual and/or business arrangements with the Fund. 10.1.3 TA shall incur no liability with respect to any telecommunications, equipment or power failures, or any failures to perform or delays in performance by postal or courier services or third-party information providers. 10.1.4 TA shall in no event be required to advance or expend its own funds in connection with the services provided hereunder, or take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. 10.1.5 The Fund shall review the Services performed by TA under this Agreement promptly and periodically and shall notify TA of any improper performance, discrepancy or error therein. Unless the Fund provides written notice of any such discrepancy or error within a reasonable time after such Services are performed, the Services shall be deemed to have met the duties and standards set forth herein. 10.1.6 In no event shall the TA be liable for the acts or omission of the CNS Clearing Process, DTC, NSCC or any securities depository, clearing corporation, exchange or communications service. 10.1.7 Without limiting the generality of any of the foregoing provisions, in no event shall TA be liable for any taxes, penalties, fines, costs, charges or fees imposed on the Fund in connection with the Services hereunder unless otherwise agreed between the Parties. 10.1.8 In no event shall TA be responsible for providing investment management services or advice or legal advice under this Agreement, nor shall TA be liable for the investment management services and advice received or given by the Fund or the legal advice received by the Fund from its counsel or other legal counsel. 10.1.9 Without limiting the generality of any of the foregoing provisions, the TA shall have no liability for any damages arising out of (i) the Owner Trustee will not be liable failure of any Authorized Participant to perform its obligations under a Participant Agreement (“Participant Agreement” defined for this purpose as any action taken or not taken Participant Agreement between the Distributor and an Authorized Participant acknowledged by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; Administrator); (ii) the Owner Trustee will not be liable for indebtedness evidenced activities or statements of sales or wholesaler personnel who are employed by any distributor (or created under the Transaction Documents, including the principal of and interest on the Notes its affiliates); or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) failure of any Authorized Participant to deposit with the validity Custodian sufficient collateral, or sufficiency of this Agreement, (B) the due execution of this Agreement to provide additional collateral upon request by the DepositorTA, (C) in connection with the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement monitoring services provided for herein on Schedule III; or (Hb) any errors in the accuracy computation of a representation collateral requirements based upon or warranty made under a Transaction Document (other than the representations and warranties made arising out of quotations or information received by the Owner Trustee in Section 6.6); (iv) TA from the Owner Trustee will not be liable for Fund’s accounting agent or any other source on which the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesTA reasonably relies.

Limitations on Liability. It is understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of its duties under this Agreement. The Owner Trustee will Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the provisions herein. The Escrow Agent shall not be required to take or be bound by notice of default of any person, or to take any action with respect to such default involving any expense or liability, unless written notice of such default is given to the Escrow Agent by the undersigned or any of them, and unless the Escrow Agent is indemnified in a manner satisfactory to it against such expense or liability. The Escrow Agent shall not be liable under to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Transaction DocumentsEscrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, including for paper, fax or other document furnished or caused to be furnished to the following actionsEscrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except (a) for its own acts of gross negligence or willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will . The Escrow Agent shall not be liable for any action error of judgment or for any act done or step taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith or for any mistake of fact or law, except for acts of gross negligence or willful misconduct, or for anything which it believes may do or refrain from doing in connection herewith, and the Escrow Agent shall have no duties to be authorized anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or within its rights and powers under questions as to the interpretation or construction of this Agreement or the Escrow Agent's duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any money involved herein or effected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claims or demands, so long as such disagreement shall continue, and in so doing the action taken Escrow Agent shall not be or not taken does not amount become liable for damages or interest to negligence; the undersigned or any of them, or to any person named in this Agreement, for its refusal to comply with such conflicting or adverse demands and the Escrow Agent shall be entitled to continue so to refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court or by arbitration as set forth below assuming and having jurisdiction of the parties and the property involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Owner Trustee will not be liable for indebtedness evidenced Escrow Agent has been notified thereof in writing by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder all of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancespersons interested.

Limitations on Liability. The Owner Trustee (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable under and shall be indemnified by the Transaction Documents, including Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (av) CFS shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any action taken or not taken by it (A) according to the instructions failure of the Noteholders of a majority of the Note Balance of the Controlling ClassFund to comply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will CFS shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administratorerrors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the Depositorcontrary in this Agreement, CFS shall not be liable to the holder Trust or any shareholder of the Residual Interest Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Indenture Trustee Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the Transaction Documents loss in the shareholder’s account with the Trust is less than or equal to $25.00. Any loss for any action taken which CFS is determined to be liable hereunder shall be reduced by the Indenture Trusteeamount of gain which inures to shareholders, whether to be collected by the Administrator Trust or not. For purposes of this Agreement: (i) the Servicer NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the name of the Owner Trustee;Fund’s fiscal year shall be netted. (vix) the Owner Trustee CFS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of the form of action; orTrust who has been issued a User ID by CFS. (vix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. CFS disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its own willful misconduct, bad faith or negligence face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will not advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any action error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral Custodian shall not taken by be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. The duties, obligations and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or created under the Transaction Documentsresponsibilities shall be read into this Agreement against, including the principal of and interest or on the Notes or amounts distributable to part of, the holder Collateral Custodian. Any permissive right of the Residual Interest;Collateral Custodian to take any action hereunder shall not be construed as a duty. (iiif) The Collateral Custodian shall not be required to expend or risk its own funds in the Owner Trustee will not performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (Awhether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the validity like that delay, restrict or sufficiency prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, . (Bg) It is expressly agreed and acknowledged that the due execution Collateral Custodian is not guaranteeing performance of this Agreement by or assuming any liability for the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency obligations of the other Transaction Documentsparties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Notes or related documentsCollateral Custodian may, (E) prior to the legality, validity and enforceability occurrence of a Receivable, (F) the perfection and priority an Event of a security interest created by a Receivable in a Financed Vehicle Default or the maintenance Facility Termination Date, request instructions from the Collateral Manager and may, after the occurrence of any perfection and priority, (G) the sufficiency an Event of the Trust Property Default or the ability of Facility Termination Date, request instructions from the Trust Property Agent, and shall be entitled at all times to generate refrain from taking any action unless it has received instructions from the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest Collateral Manager or the Indenture Trustee under the Transaction Documents Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitive, indirect or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Beyond the Owner Trustee will safekeeping of the Collateral Obligation Files in accordance with Article XVIII, the Collateral Custodian shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Custodian shall not be liable or responsible for any misconduct, negligence or liable for a failure loss or delay diminution in the performance value of its obligations under this Agreement from any of the Collateral, by reason of the act or caused byomission of any carrier, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes forwarding agency or other natural catastrophes agent, attorney or bailee selected by the Collateral Custodian in good faith and interruptionswith due care hereunder. (j) Each of the protections, loss or failures of mechanicalreliances, electronic or communication systems, pandemics or epidemics; indemnities and immunities offered to the Owner Trustee will use reasonable efforts consistent with accepted practices Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee will not Tenant agrees that Landlord shall be liable under the Transaction Documents, including only for the following actions, except (a) for breaches of its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 covenants occurring while it is not true and correct as owner of the Closing Date: Property (iprovided, however, that if Landlord from time to time is lessee of the ground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building (or Landlord’s interest as ground lessee, as applicable), the transferor Landlord (including any mortgagee) the Owner Trustee will not shall be liable for freed of any action taken liability or not taken by it (A) according obligation thereafter arising to the instructions extent that such liabilities and obligations are assumed by such transferee and, thereafter, Tenant shall look solely to the transferee Landlord as aforesaid for satisfaction of such liability or obligation. Tenant and each person acting under Tenant agrees to look solely to Landlord’s interest from time to time in the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction DocumentsProperty, including the principal of rents, insurance proceeds and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable condemnation proceeds therefrom, for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance satisfaction of any perfection and priorityclaim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of Landlord (Gor of any mortgagee or any lender or ground or improvements lessor) the sufficiency nor any person acting under any of the Trust Property them shall ever be personally or the ability individually liable to Tenant or any person claiming under or through Tenant for or on account of the Trust Property any default by Landlord or failure by Landlord to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for perform any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Agreement from Lease or caused by, directly the Premises; nor shall it or indirectly, forces they ever be answerable or liable in any equitable judicial proceeding or order beyond its control, including strikes, work stoppages, acts the extent of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices their interest in the banking industry Property. No owner, trustee, beneficiary, partner, member, manager, agent or employee of Tenant nor any person acting under any of them shall ever be personally or individually liable to resume performance as soon as practicable Landlord or any person acting under or through Landlord for or on account of any default by Tenant or failure by Tenant to perform any of its obligations that may be or become due under or in connection with this Lease or the circumstancesPremises. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord.

Limitations on Liability. (a) The Owner Trustee will Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable under for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the Transaction Documents, including for the following actions, except (a) for case of its own willful misconduct, bad faith or negligence grossly negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (except for errors in judgmenta) or and (b) if a of Section 18.7 shall constitute gross negligence. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or warranty in Section 6.6 is not true and correct as transferability of the Closing Date:Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (ie) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Owner Trustee will Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action taken (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not taken by it (A) according guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Administrative Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable under and shall be indemnified by the Transaction Documents, including Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non- discretionary subcontractors. (av) CFS shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any action taken or not taken by it (A) according to the instructions failure of the Noteholders of a majority of the Note Balance of the Controlling ClassFund to comply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will CFS shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administrator, errors of pricing services (other than to pursue all reasonable claims against the Depositor, pricing service based on the holder pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee;trade information). (vviii) the Owner Trustee CFS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of the form of action; orTrust who has been issued a User ID by CFS. (viix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. CFS disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligenceServicer; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will Indemnifying Party shall not be liable under this Schedule for any Environmental Losses to the Transaction Documents, including for the following actions, except extent they are increased by or result from: (a) for its own willful misconductany act or omission after the Completion Date on the part of the Indemnified Party or any Relevant Protected Person which is negligent; (b) any Environmental Losses that are the result of, bad faith arose from, or negligence are related to a change in Environmental Laws or Environmental Permits; (except for errors in judgmentc) subject to the provisos (i) (ii) or (biii) if below, any material change after the Completion Date in the manufacturing processes used by the Indemnified Party or any Relevant Protected Person at any Relevant Property or the introduction after the Completion Date of any new manufacturing process by the Indemnified Party or any Relevant Protected Person at any Relevant Property (not including any such change or introduction which is required (following a representation valid Claims Notice) in order to address a Protected Matter); (d) subject to proviso (iii) below, Closure by any Indemnified Party or warranty Relevant Protected Person at any Relevant Property after the Completion Date (not including any such Closure which results from or is required (following a valid Claims Notice) in Section 6.6 order to address a Protected Matter or as part of any Development which is not true and correct as permitted subject to the application of proviso (ii) below); (e) subject to provisos (i) or (ii) below, the introduction by or for any Indemnified Party or Relevant Protected Person after the Completion Date of any new pathway or target at any Relevant Property which results in any Environmental Contamination migrating or causing or being likely to cause pollution of the Closing DateEnvironment; provided that paragraphs (c) to (e) above shall not apply to the extent that any Environmental Losses which otherwise would be excluded under one or more of paragraphs (c) to (e) are increased by or result from: (i) testing, repair, maintenance, replacement or upgrade of any services, plant, structures or equipment by the Owner Trustee Indemnified Party or any Relevant Protected Person carried out for genuine reasons associated with the business operations at any Relevant Property; or (ii) a Development which has been genuinely planned and in relation to which (i) the Indemnifying Party has been notified in advance, and (ii) the Parties have consulted in good faith and the Indemnified Party has taken account of any reasonable requests made by the Indemnifying Party in relation to the process of obtaining permission for and carrying out the Development under Planning Law (to the extent applicable) and (iii) the Indemnifying Party has been provided with written evidence that the Development has been approved following an approval process equivalent to (or more demanding than) the approval process applied to Development of that description at the Relevant Property immediately prior to the Completion Date; or (iii) Closure at any Relevant Property which results from a lawful requirement on the Indemnified Party or any Relevant Protected Person pursuant to the IED or the IPPC to the extent it remains applicable to carry out Remedial Works in relation to Pre-Close Contamination or Saint-Mihiel Retained Contamination Liabilities; provided further that in relation to paragraphs (i) to (iii) above the Parties and/or each Relevant Protected Person shall: (A) have regard to the Indemnified Party’s duty to mitigate in paragraph (j); (B) have regard to the historic and present condition of the Relevant Property, (to the extent known, or ought reasonably to have been known, to such Indemnifying Party and/or the Relevant Protected Person and so far as it is possible to do so without materially increasing the cost of the relevant matter referred to in (a) to (c) as applicable); (C) act at all times as a Reasonable and Prudent Operator, provided further that any failure to comply with any of sub- paragraphs (A) to (C) above shall not affect the Indemnified Party’s right to claim for Environmental Losses, except to the extent that such failure has resulted in or increased Environmental Losses; and provided further that sub-paragraphs (A) to (C) above shall not oblige the Indemnified Party or any Relevant Protected Person to incur any material cost, expense or liability which will not be liable recovered by the Indemnified Party under the covenant in paragraph 2; (f) change in the use of any of the Relevant Property after the Completion Date to (i) a use other than the manufacture of chemicals and all matters reasonably ancillary to that use or (ii) a use which is more environmentally sensitive than the use as at the Completion Date; (g) the disclosure of information by the Indemnifying Party or any Relevant Protected Person concerning any Protected Matter to any Environmental Authority or third party except where such disclosure is: (i) with the prior consent of the Indemnifying Party (to the extent consent is required under paragraph 8) or is otherwise given by the Indemnifying Party in its sole discretion; or (ii) necessary for any action taken or not taken by it compliance with Environmental Laws, Environmental Agreements, Environmental Permits or, in the context of Development, Planning Laws; or (A) according to the instructions insurers, professional advisors, auditors or bankers of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator Indemnified Party or the Servicer or any Relevant Protected Person as is reasonably necessary; or (B) if and to the extent required by any securities exchange as reasonably necessary; or (iv) following the satisfaction of the Trigger Condition at paragraph 5(b)(i) or (ii), if a Reasonable and Prudent Operator would make such disclosure; or (v) reasonably made in good faith which it believes to be authorized an Emergency; (h) the undertaking or within its rights and powers under this Agreement so long initiation of or procuring of any intrusive investigations or assessments or sampling or testing of soil, sub-surface water or groundwater (“Intrusive Investigations”) at any Relevant Property, except for: (i) any Intrusive Investigations required as the action taken part of any application for an Environmental Permit by or not taken does not amount to negligenceon behalf of any Indemnified Party or Relevant Protected Person; (ii) the Owner Trustee will not be liable for indebtedness evidenced where such Intrusive Investigations are required by lawful court order or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interestany Environmental Agreement; (iii) the Owner Trustee will not be liable for (A) the validity to retain or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value comply with any Environmental Laws or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6)Environmental Permit; (iv) the Owner Trustee will not be liable for Independent Asbestos Survey performed to identify whether asbestos is present at the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken surfactants production and manufacturing facility operated by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trusteerelevant EDS Entity and located at Saint-Mihiel (France); (v) where such Intrusive Investigations are necessary in the Owner Trustee will not be responsible context of any matter or liable for special, punitive, indirect or consequential damages action which is permitted under the provisos in respect of paragraphs 6(c) and (including lost profitd), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; (vi) in an Emergency; or (vivii) as part of any Remedial Works determined in accordance with paragraph 8 hereof; (viii) in respect of any information concerning or indicating the likely presence of Pre-Close Contamination which is not Existing Information and which becomes known to the Indemnified Party Group and/or any Relevant Protected Person after the date of Completion and both: (A) such information gives reasonable grounds for believing that such Environmental Contamination exists and for believing that a Trigger Condition is satisfied in relation to such Environmental Contamination; and (B) such Intrusive Investigations would be carried out by a Reasonable and Prudent Operator, subject to a Warning Notice having been given to the Indemnifying Party prior to such Intrusive Investigations being carried out and in accordance in all material respects with the provisions of paragraph 8 of this Schedule; (i) the Owner Trustee will carrying out of Remedial Works which are to a standard which exceeds the Remedial Works Standard; (j) the taking by an Indemnified Party or Relevant Protected Person of any action or step which is deliberately calculated or designed to give rise to a Trigger Condition becoming satisfied and a Covenant Claim or Retained Environmental Liability Claim being made it being recognized that (i) the disclosure of environmental conditions that are required to be disclosed under Current Environmental Law to the Environmental Authority in association with Environmental Permit obligations at the surfactants production and manufacturing facilities operated by the relevant EDS Entity and located at Saint-Mihiel (France), which are expected to occur in 2018, and (ii) the Independent Asbestos Survey shall not be responsible or liable for a failure or delay in the performance of its obligations under trigger this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceslimitation.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents or the other Series Related Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Datedate of this Agreement: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassMajority Creditor Representatives, any Indenture Trustee, the Indenture TrusteeMaster Collateral Agent, the Depositor, the holder of the Residual InterestCertificateholders, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents or the other Series Related Documents, including the principal of and or interest on the Notes Credit Extensions or amounts distributable to the holder of the Residual InterestCertificateholders; (iii) the Owner Trustee will not be liable for and makes no representations as to (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, Documents or the Notes other Series Related Documents or any related documents, (E) the legality, validity and enforceability of a Receivablethe Certificates or any Credit Extensions, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders Creditors under the Indenture Trust Financing Agreements or distributions to the holder of the Residual Interest Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document or other Series Related Documents (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not have any responsibility or liability for or with respect to (A) the legality, validity and enforceability of any Receivable, (B) the existence and ownership of any Receivable, (C) the existence and contents of any device payment plan agreement or any computer or other record thereof, (D) the completeness of any device payment plan agreement, or (E) the performance or enforcement of any device payment plan agreement; (v) the Owner Trustee will not have any responsibility or liability for or with respect to the compliance by the Trust with any covenant or the breach by the Trust of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; (vi) the Owner Trustee will not be liable for the default or misconduct of or acts or omissions of the Servicer, the Administrator, the Depositor, any Certificateholder, the holder of the Residual Interest Asset Representations Reviewer or the Indenture Trustee Master Collateral Agent under the Transaction Documents or the other Series Related Documents or for any action taken by the Indenture TrusteeMaster Collateral Agent, the Administrator or the Servicer in the name of the Owner Trustee, and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Trust, the Servicer, the Master Collateral Agent, the Administrator, the Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach; (vvii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of any Notes or the borrowings under any Loans, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Credit Extensions of any of the Credit Extensions or of the proceeds of such Credit Extensions, or (D) the use or application of any funds paid to the Servicer in accordance with the Transfer and Servicing Agreement. (viii) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (viix) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Administrative Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Administrative Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (Aa) according and (b) of Section 18.7 shall constitute negligence. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of required to and interest on the Notes or amounts distributable will not make any representations as to the holder validity or value (except as expressly set forth in this Agreement) of any of the Residual Interest;Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (iiie) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Owner Trustee will Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (Awhether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the validity like that delay, restrict or sufficiency prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, . (Bg) It is expressly agreed and acknowledged that the due execution Collateral Custodian is not guaranteeing performance of this Agreement by or assuming any liability for the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency obligations of the other Transaction Documentsparties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Notes or related documentsCollateral Custodian may, (E) prior to the legality, validity and enforceability occurrence of a ReceivableFacility Termination Event or the Facility Termination Date, (F) request instructions from the perfection Investment Manager and priority may, after the occurrence of a security interest created by a Receivable in a Financed Vehicle Facility Termination Event or the maintenance of Facility Termination Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any perfection and priority, (G) action unless it has received instructions from the sufficiency of the Trust Property Investment Manager or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitive, indirect or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. (a) It is understood and agreed that the Escrow Holder shall incur no Liability (except for acts of gross negligence or willful misconduct) and be under no obligation to take any steps or action (whether by commencement of legal proceedings or otherwise) to insure that any funds are actually received by the Escrow Holder. (b) None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of its duties under these Instructions and it shall be under no obligation to make any payment except out of the funds received by it (after deduction of its fees and expenses). (c) If it becomes illegal or impossible for the Escrow Holder to carry out any of the provisions hereof, the Escrow Agent shall incur no liability as a consequence of the enforceability of lack thereof of any agreements referred to herein. (d) The Owner Trustee will Escrow Holder shall not be required to take or be bound by notice of default of any person, or to take any action with respect to such default is given to Escrow Holder by the undersigned or any of them, unless the Escrow Holder is indemnified in a manner satisfactory to it against such expense or liability. (e) The Escrow Holder shall not be liable under to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Transaction DocumentsEscrow Holder to be signed by the proper party or parties. The Escrow Holder will be entitled to treat as genuine and as the document it purports to be any letter, including paper, telex, or other document furnished or caused to be furnished to the Escrow Holder by Rxxx, Bxxxxx Hxxx or the Bank, and believed by the Escrow Holder to be genuine and to have been transmitted by the proper party or parties. The Escrow Holder shall have no liability with respect to any good faith action taken or allowed by it hereunder. (f) The Escrow Holder shall not be liable for the following actions, except (a) any error or judgment or for its own willful misconduct, bad act done or step taken or omitted by it in good faith or negligence for any mistake or fact or law (except for errors acts of gross negligence or willful misconduct), or for anything which it may do or refrain from doing in judgmentconnection herewith, and the Escrow Holder shall have no duties to anyone except those signing these Instructions. (g) The Escrow Holder may consult with legal counsel in the event of any dispute or questions as the interpretation or construction of these Instructions or the Escrow Holder’s duties hereunder, and the Escrow Holder shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel. Any fees or costs so incurred shall be borne by the signatories hereto, other than the Escrow Holder. (bh) if a representation In the event of any disagreement between the undersigned or warranty any person or persons named in Section 6.6 is these Instructions, and any other person, resulting in adverse claims and demands being made in connection with or for any money involved herein or affected hereby, the Escrow Holder shall be entitled at its option to refuse to comply with any such claims or demands, so longs as such disagreement shall continue, and in so doing the Escrow Holder shall not true be or become liable for damages or interest to the undersigned or any of them, or to any person named in these Instructions, for its refusal to comply with such conflicting or adverse demands; and correct as of the Closing DateEscrow Holder shall be entitled to continue so to refrain and refuse to act until: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions rights of the Noteholders of adverse claimants have been finally adjudicated in a majority court or by arbitration as set forth below assuming and having jurisdiction of the Note Balance of parties and the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights money involved herein and powers under this Agreement so long as the action taken or not taken does not amount to negligence;affected hereby; or (ii) all differences have been adjudicated by agreement and the Owner Trustee will not be liable for indebtedness evidenced Escrow Holder has been notified thereof in writing by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder all of the Residual Interest;persons interested. (iii) In the Owner Trustee will not be liable event of such disagreement, the Escrow Holder, in its discretion, may file suit in interpleader or for (A) declaratory relief for the validity or sufficiency purpose of this Agreement, (B) having the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity respective rights of the Trust Propertyclaimants adjudicated, (D) and deposit with the validity or sufficiency of court all documents and property held hereunder, and Escrow Holder’s fee and all reasonable costs and reasonable counsel fees incurred in such action and said costs and fees shall be payable against the other Transaction Documents, the Notes or related documents, (E) the legality, validity interpled funds and enforceability of shall constitute a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceslien thereon.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee will (i) Notwithstanding anything herein to the contrary, neither the Manager nor any member, manager, director, officer, employee, shareholder or agent of the Manager shall be under any liability to the Obligors or any other Person for any action taken, or not be liable under the Transaction Documentstaken, including for the following actionsin good faith pursuant to this Agreement, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is ; provided, however, that this provision shall not true and correct as of protect the Closing Date: (i) the Owner Trustee will not be liable for Manager against any action taken or not taken by it (A) according liability to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassObligors, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to Trustee for the holder of the Residual Interest under this Agreement or (H) the accuracy material breach of a representation or warranty made under by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, gross negligence or willful misconduct in the performance of the Services hereunder. (ii) Notwithstanding anything herein to the contrary, no party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of, this Agreement. (iii) Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have at law, in equity, or by statute, any liability of an Obligor to the Manager shall be satisfied only from such Obligor’s interest in the Tenant Site Assets, the Tenant Leases, the Asset Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Obligor has funds available to satisfy such liability in accordance with the Indenture, the Cash Management Agreement and the other Transaction Documents, (any such available funds being hereinafter referred to as “Available Funds”). In the event the Available Funds of an Obligor are insufficient to pay in full any such liabilities of an Obligor, the excess of such liabilities over such Available Funds shall not constitute a Transaction Document claim (as defined in the United States Bankruptcy Code) against such Obligor unless and until a proceeding of the type described in Section 26(j) is commenced against such Obligor by a party other than the representations and warranties made by the Owner Trustee in Section 6.6);Manager or any of its Affiliates. (iv) No officer, director, employee, agent, shareholder, member, manager or Affiliate of any Obligor or the Owner Trustee will not Manager (except, in the case of an Obligor, for Affiliates that are also Obligors hereunder) shall in any manner be personally or individually liable for the default or misconduct obligations of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest any Obligor or the Indenture Trustee under the Transaction Documents Manager hereunder or for any action taken by the Indenture Trustee, the Administrator claim in any way related to this Agreement or the Servicer in the name performance of the Owner Trustee;Services. (v) The provisions of this Section 26(f) shall survive the Owner Trustee will not be responsible expiration or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised earlier termination of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from (whether in whole or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancespart).

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) BBH shall not be held accountable or liable to the Client, or any third party if BBH is unable to perform its responsibilities in accordance with this Agreement as a result of any errors in the Services based upon or arising out of information received in a timely or untimely manner by BBH from a source which BBH was authorized to rely upon pursuant to this Agreement, or the suspension, discontinuance or termination of the transmission of information by information providers for any reason, provided BBH shall have made reasonable commercial efforts to procure such transmission. BBH acknowledges that, subject to Section 6, it will be responsible for accurately and timely submitting the claims information that it does receive from authorized sources or that it otherwise already in its own possession. The Client hereby acknowledges and agrees that BBH shall neither guarantee nor make any representations and/or warranties with respect to the sources referenced herein or with respect to the accuracy or completeness of the information obtained through such sources or the success of any claim. (b) In no event shall the aggregate liability of BBH under this Agreement for all damages, costs or losses of any kind arising at any time during each calendar year exceed the total compensation received by BBH under this Agreement for such calendar year, and any such claim paid by BBH shall be applied to the calculation of such aggregate liability for the applicable calendar year; provided, however, that the foregoing limitation shall not apply to damages, costs or losses directly resulting from BBH’s willful misconduct, bad faith fraud or gross negligence in its performance of the Services hereunder. (except c) The parties acknowledge that any amount that BBH may agree to pay in response to a claim by the Client for errors recovery of damages, costs or losses in judgment) connection with the Services shall be applied to the calculation of the aggregate liability as described above, whether or (b) if not BBH acknowledges actual liability therefor. Further, BBH’s aggregate liability referenced above is calculated on a representation or warranty per calendar year basis, and any unused cap space with respect to such aggregate liability in Section 6.6 any particular calendar year is not true and correct as of the Closing Date:rolled into a subsequent calendar year. (id) the Owner Trustee will not In no event shall BBH be liable responsible for any action taken indirect, incidental, consequential, or not taken punitive damages, loss of profits, damage to reputation or business or any other special damages arising under or by it (A) according to the instructions reason of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution any provision of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by act or omission hereunder, whether such liability is asserted on the Indenture Trusteebasis of contract, the Administrator tort or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), otherwise even if the Owner Trustee has BBH had been advised of the likelihood possibility of the loss or damage and regardless of the form of action; orsuch damages. (vie) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations BBH shall incur no liability under this Agreement if BBH or any agent utilized by BBH shall be prevented, forbidden or delayed from performing, or caused byomits to perform, directly any act or indirectlything which this Agreement provides shall be performed or omitted to be performed, forces by reason of causes or events beyond BBH’s or its agent’s reasonable control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable under and shall be indemnified by the Transaction Documents, including Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (av) CFS shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any action taken or not taken by it (A) according to the instructions failure of the Noteholders of a majority of the Note Balance of the Controlling ClassFund to comply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will CFS shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administratorerrors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the Depositorcontrary in this Agreement, CFS shall not be liable to the holder Trust or any shareholder of the Residual Interest Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Indenture Trustee Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the Transaction Documents loss in the shareholder’s account with the Trust is less than or equal to $25. Any loss for any action taken which CFS is determined to be liable hereunder shall be reduced by the Indenture Trusteeamount of gain which inures to shareholders, whether to be collected by the Administrator Trust or not. For purposes of this Agreement: (i) the Servicer NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the name of the Owner Trustee;Fund’s fiscal year shall be netted. (vix) the Owner Trustee CFS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of the form of action; orTrust who has been issued a User ID by CFS. (vix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. CFS disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) It is expressly understood and agreed by the parties hereto that (i) this Asset Pool One Supplement is executed and delivered by the Transferor not individually or personally but solely as Beneficiary under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as a personal representation, undertaking or agreement by the Transferor or Chase USA but is made and intended for its own willful misconductthe purpose of binding only the Issuing Entity, bad faith (iii) nothing herein contained will be construed as creating any liability on the Transferor or negligence Chase USA individually or personally, to perform any covenant of the Issuing Entity either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to the Indenture and by any Person claiming by, through or under them and (except iv) under no circumstances will the Transferor or Chase USA be personally liable for errors in judgment) the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Asset Pool One Supplement or any related documents. (b) if a representation or warranty in Section 6.6 is not true and correct as None of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral Agent, the Indenture Trustee, the DepositorOwner Trustee, the holder Transferor, Chase USA or any other Beneficiary of the Residual InterestIssuing Entity or any of their respective officers, directors, employees, incorporators or agents will have any liability with respect to this Asset Pool One Supplement, and recourse may be had solely to the Administrator or Collateral pledged to secure the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers Asset Pool One Notes under this Agreement so long as the action taken or not taken does not amount to negligence;Asset Pool One Supplement. (iic) It is expressly understood and agreed by the parties hereto that (a) this Asset Pool One Supplement is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely as Owner Trustee will not be liable for indebtedness evidenced by or created under of the Transaction DocumentsTrust, including in the principal exercise of the powers and interest authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity part of the Trust Propertyis made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Trust, (Dc) the validity nothing herein contained shall be construed as creating any liability on WTC, individually or sufficiency personally, to perform any covenant either expressed or implied contained herein of the other Transaction DocumentsTrust, all such liability, if any, being expressly waived by the Notes parties hereto and by any Person claiming by, through or related documentsunder the parties hereto, (Ed) WTC has not verified and made no investigation as to the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle accuracy or the maintenance completeness of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee Trust in Section 6.6); this Asset Pool One Supplement and (ive) under no circumstances shall WTC be personally liable for the Owner Trustee will not payment of any indebtedness or expenses of the Trust or be liable for the default breach or misconduct failure of the Servicerany obligation, the Administratorrepresentation, the Depositor, the holder of the Residual Interest warranty or the Indenture Trustee under the Transaction Documents covenant made or for any action taken undertaken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations Trust under this Agreement from Asset Pool One Supplement or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or any other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesrelated documents.

Limitations on Liability. 15.1 The Owner Trustee Purchaser acknowledges that this Agreement together with any consents contain the entire agreement between the parties, despite anything contained in any brochure, illustration, report, plan or other documents. The Purchaser acknowledges that the Vendor and its agents have made no representations or warranties in regard to the Lot or the Development upon which the Purchaser relies other than those contained in this Agreement and the Purchaser has entered into this Agreement solely in reliance on its own judgement. 15.2 The Purchaser agrees that the Vendor and their agent shall not be responsible in any way for the correctness or completeness of any advertising or promotional material which the Purchaser may have received or any statements by any agent of the Vendor. 15.3 No claim shall be made by the Purchaser in respect of this Agreement after the expiry of 12 months from the Settlement Date unless written full and fair particulars of the details of the relevant claim have been served on the Vendor on or before that date. 15.4 The liability of the Vendor arising from all claims made under this Agreement (taken together) shall be limited to a maximum aggregate amount equal to 10% of the Purchase Price. 15.5 If any person enters into this agreement as trustee of a trust, then that person warrants that: (a) The person has power to enter into this agreement under the terms of the trust; (b) The person has properly signed this agreement in accordance with the terms of the trust; (c) The person has the right to be indemnified from the assets of the trust and that right has not been lost or impaired by an action of that person including entry into this agreement; and (d) All of the persons who are trustees of the trust have approved entry into this agreement. 15.6 If any person enters into this agreement as trustee of a trust then if that person has no right to or interest in any assets of the trust except in that person’s capacity as a trustee of the trust, that persons liability under this agreement will not be liable under personal and unlimited but will be limited to the Transaction Documents, including for actual amount recoverable from the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as assets of the Closing Date: trust from time to time (i) “the Owner Trustee limited amount”). If the right of that person to be indemnified from the trust assets has been lost or impaired, that person’s liability will become personal but limited to the extent of that part of the limited amount which cannot be liable for recovered from any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesperson.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability for which it reasonably believes it will not receive reimbursement or payment as Collateral Custodian Fees and Expenses pursuant to Section 8.3. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, unless an Event of Default has occurred or is continuing or prior to the DepositorFacility Termination Date, request instructions from the holder Servicer and may, after the occurrence and during the continuance of an Event of Default or after the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.3(c), Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2021-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence The total aggregate liability of the Company in respect of the First Closing Warranties (except for errors in judgmentincluding all legal and other costs and expenses) or shall not exceed an amount equal to the principal amount of the First Closing Amount. (b) if a representation or warranty in Section 6.6 is not true and correct as The total aggregate liability of the Company in respect of the Second Closing Date:Warranties (including all legal and other costs and expenses) shall not exceed an amount equal to the principal amount of the Second Closing Amount. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (c) No claim may be made against the Company in respect of: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to First Closing Warranties unless written notice of such claim is served on the instructions Company giving reasonable details of the Noteholders of a majority of claim by no later than the Note Balance of date which is [***] from the Controlling ClassFirst Closing Date, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will Second Closing Warranties unless written notice of such claim is served on the Company giving reasonable details of the claim by no later than the date which is [***] from the Second Closing Date. (d) The Purchaser shall not be liable entitled to claim in respect of a breach of the First Closing Warranties or the Second Closing Warranties for indebtedness evidenced by any indirect or created under the Transaction Documentsconsequential loss or for any loss of goodwill or loss of business, including the principal of and interest on the Notes whether actual or amounts distributable prospective or for any punitive damages (collectively, “Special Damages”), provided that to the holder extent a third party has been awarded Special Damages against the Purchaser or any of its Affiliates in connection with any breach of the Residual Interest;First Closing Warranties or the Second Closing Warranties, the Purchaser or its Affiliate(s), as applicable, shall be entitled to claim against the Company for such Special Damages (subject always to the other provisions of this Section 5.6). (e) The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of the First Closing Warranties or Second Closing Warranties (as the case may be) to be breached if it has been fairly and specifically disclosed in the Disclosure Letter or the Data Room. (f) No liability of the Company in respect of any breach of any First Closing Warranty or any Second Closing Warranty shall arise: (i) if such breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in force at the First Closing Date or Second Closing Date (as the case may be) or by reason of any change to HMRC’s practice announced after the First Closing Date or Second Closing Date (as the case may be); (ii) to the extent that specific allowance, provision or reserve has been made in the Accounts or in the Management Accounts in respect of the matter to which such liability relates; or (iii) to the Owner Trustee will not be liable for (A) extent that such breach or claim arises as a result of any change after the validity date hereof in the accounting bases or sufficiency of this Agreement, (B) policies in accordance with which the due execution of this Agreement by Company values its assets or calculates its liabilities or any other change in accounting practice from the Depositor, (C) the form, genuineness, sufficiency, value treatment or validity application of the Trust Propertysame used in preparing the Accounts (save to the extent that such changes are required to correct errors or because relevant, generally accepted accounting principles have not been complied with). (Dg) The only First Closing Warranties or Second Closing Warranties (as the validity case may be) given in respect of Intellectual Property or sufficiency rights in information (or agreements relating thereto) are those contained in paragraph 10 of Schedule 1 (Warranties), none of the other Transaction DocumentsFirst Closing Warranties or Second Closing Warranties (as applicable) shall or shall be deemed to be, whether directly or indirectly a warranty in respect of Intellectual Property and the Notes or related documents, (E) Purchaser acknowledges and agrees that the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Company makes no other warranty as to Intellectual Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture rights in information (or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6agreements relating thereto); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2018-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2020-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or prior to the delivery of a majority Collateral Obligation File to the Collateral Custodian pursuant to Section 18.3; provided that the Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Note Balance Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other Transaction Document shall be deemed to impose any duty or obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a change in Applicable Law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation, or as a result of which the Collateral Custodian shall become subject to taxation. (f) None of the Controlling Classprovisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged by each party hereto that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.3, Section 11.7, Section 11.8, Section 11.11 and Section 11.12 shall be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused afforded to, are extended to, and shall be enforceable by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. (a) The Owner Trustee will Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Document Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent or (b) the verbal instructions of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent. (b) The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Document Custodian shall not be liable under for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the Transaction Documents, including for the following actions, except (a) for case of its own willful misconduct, bad faith or negligence grossly negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (d) The Document Custodian makes no warranty or representation and shall have no responsibility (except for errors as expressly set forth in judgmentthis Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or (b) if a representation or warranty in Section 6.6 is not true and correct as transferability of the Closing Date:Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Document Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (ie) The duties, obligations and responsibilities of the Owner Trustee will Document Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, Document Custodian. Any permissive right of the Document Custodian to take any action hereunder shall not be construed as a duty. (f) The Document Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Document Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Document Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Agent, as applicable. The Document Custodian shall in all events have no liability, risk or cost for any action taken or not taken by it pursuant to and in compliance with the instruction of the (Ax) according prior to the instructions occurrence of the Noteholders an Event of Default or a majority Servicer Event of the Note Balance of the Controlling ClassDefault, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (By) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documentsat all times, the Notes or related documents, (E) Agent. In no event shall the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not Custodian be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, indirect, punitive, indirect incidental or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Document Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its own willful misconduct, bad faith or negligence face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will not advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any action error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral Custodian shall not taken by be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. The duties, obligations and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or created under the Transaction Documentsresponsibilities shall be read into this Agreement against, including the principal of and interest or on the Notes or amounts distributable to part of, the holder Collateral Custodian. Any permissive right of the Residual Interest;Collateral Custodian to take any action hereunder shall not be construed as a duty. (iiif) The Collateral Custodian shall not be required to expend or risk its own funds in the Owner Trustee will not performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (Awhether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the validity like that delay, restrict or sufficiency prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, . (Bg) It is expressly agreed and acknowledged that the due execution Collateral Custodian is not guaranteeing performance of this Agreement by or assuming any liability for the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency obligations of the other Transaction Documentsparties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Notes or related documentsCollateral Custodian may, (E) prior to the legality, validity and enforceability occurrence of a ReceivableFacility Termination Event or the Facility Termination Date, (F) request instructions from the perfection Services Provider and priority may, after the occurrence of a security interest created by a Receivable in a Financed Vehicle Facility Termination Event or the maintenance of Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any perfection and priority, (G) action unless it has received instructions from the sufficiency of the Trust Property Services Provider or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture Facility Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Beyond the Owner Trustee will safekeeping of the Collateral Obligation Files in accordance with Article XVIII, the Collateral Custodian shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Custodian shall not be liable or responsible for any misconduct, negligence or liable for a failure loss or delay diminution in the performance value of its obligations under this Agreement from any of the Collateral, by reason of the act or caused byomission of any carrier, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes forwarding agency or other natural catastrophes agent, attorney or bailee selected by the Collateral Custodian in good faith and interruptionswith due care hereunder. (j) Each of the protections, loss or failures of mechanicalreliances, electronic or communication systems, pandemics or epidemics; indemnities and immunities offered to the Owner Trustee will use reasonable efforts consistent with accepted practices Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from SFS or a Fund, and shall be without liability for any loss or damage suffered by SFS or a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable under and shall be indemnified by SFS for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the Transaction Documents, including failure of SFS to provide CFS with any information. (iv) CFS is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (av) CFS shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to SFS or the Trust for any loss or damage suffered by SFS or the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will Exhibits hereto, SFS acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any action taken failure of SFS or not taken by it (A) according a Fund to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Classcomply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will CFS shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administrator, the Depositor, the holder errors of the Residual Interest pricing services) and errors in information provided by an investment adviser to SFS or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name a Fund custodian (including prices and pricing formulas and untimely transmission of the Owner Trustee;trade information). (vviii) the Owner Trustee CFS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of SFS or the form of action; orTrust who has been issued a User ID by CFS. (viix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. CFS disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2022-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will limitations set out in this clause 9.6 shall not apply to a claim under this agreement against the Warrantors in respect of a breach of Warranty (a “Claim”) which is (or the delay in discovery of which is) the consequence of fraud, or dishonesty on the part of the Warrantors: (a) The rights of the Investors in respect of any Claim shall only be enforceable if the Investors give written notice to the Warrantors (giving so far as practicable the amount and reasonable details of the Claim) on or before the date being six (6) months from the date of completion and signing of the audit for the financial year ended 31 March 2007. (b) The Warrantors shall not be liable in respect of any Claim under the Transaction Documents, including Warranties unless the total cumulative liability of the Warrantors in respect of all such Claims exceeds £25,000 (in which event the Warrantors shall be liable for the following actions, except whole of such liability and not merely for the excess). (ac) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as Where there have been breaches of the Closing DateWarranties then the Investors shall not be entitled to recover from any Warrantor under the Warranties in respect of all such breaches more than: (i) in respect of the Owner Trustee will Founder, a total of 1 x his compensation received from the Company in the year following Completion; (ii) in respect of the Company, a total sum equal to the aggregate Preference Issue Price paid for the Investor Shares. (d) The Investors shall not be entitled to recover from the Warrantors under the Warranties more than once in respect of the same damage suffered. (e) The Warrantors shall be under no liability under the Warranties in respect of any matter to the extent that the matter or circumstance giving rise to such liability was Disclosed. (f) If any Claim against the Warrantors is notified to them, the Warrantors (other than the Company) shall (so far as they are able) afford and procure that the Company affords to the Investors and their advisers all reasonable opportunities and facilities to inspect all relevant books and records and to take copies of them for the purpose of ascertaining the position. (g) Any Claim shall be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) unless legal proceedings in respect thereof have been commenced within nine months of the giving of written notice of the Claim. (h) The Warrantors shall not be liable for any action taken or not taken by it (A) according Claim under the Warranties to the instructions extent that it arises, or is increased or extended by: (i) any change to legislation, any increase in rates of taxation or any change in the Noteholders published practice of a majority revenue authority, in each case made on and/or after the date of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as and not publicly known at the action taken or not taken does not amount to negligencedate of this Agreement; (ii) any change in the Owner Trustee will accounting reference date of the Company made on and/or after the date of this Agreement to the extent not envisaged or taken into account in the preparation of the Business Plan; or (iii) any change in any accounting policy or practice of the Company made on and/or after the date of this Agreement to the extent not envisaged or taken into account in the preparation of the Business Plan save where such change is required to conform such policy or practice with generally accepted policies or practices or where such change is necessary to correct an improper policy or practice. (i) The Warrantors shall not be liable for indebtedness evidenced any claim under the Warranties to the extent that the fact, matter, event or circumstance giving rise to such claim is remediable and is remedied by or created at the expense of the Warrantors within thirty days of the date on which written notice of such claim is given to the Warrantors. (j) The Warrantors shall not be liable in respect of any Claim under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable Warranties to the holder extent that it arises, or is increased or extended by: (i) any action or omission to take action by the Company or one of its subsidiaries taken at the Residual Interestexpress and written request of an Investor Majority or with the consent of an Investor Majority; (iiiii) any action or omission to take action where consent or agreement to take or omit to take such action was required under the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution terms of this Agreement and requested from the Investors and/or a BVP Director but refused. (k) If any claim under the Warranties shall arise by reason of some liability which at the Depositortime that the claim is notified to the Warrantors shall be contingent only, (C) then the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of Warrantors shall not be under any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary obligation to make payments payment in respect thereof until such time as such contingent liability ceases to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations be contingent and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesbecomes an actual liability.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of Neither this Agreement, (B) the due execution Assignment, nor anything to the contrary in the Lease shall, prior to Agent’s acquisition of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity Landlord’s interest in and possession of the Trust Property, (D) operate to give rise to or create any responsibility or liability for the validity control, care, management or sufficiency repair of the other Transaction DocumentsProperty upon Agent, or impose responsibility for the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created carrying out by a Receivable in a Financed Vehicle or the maintenance Agent of any perfection and priority, (G) the sufficiency of the Trust Property or the ability covenants, terms and conditions of the Trust Property to generate the amounts necessary Lease, or constitute Agent a “mortgagee in possession,” nor shall said instrument operate to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be Agent responsible or liable for specialany waste committed on the Property by any person whatsoever, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised for any dangerous or defective condition of the likelihood Property, or for any negligence in the management, upkeep, repair or control of the loss Property resulting in loss, injury or damage death to any tenant, licensee, invoice, guest, employee, agent or stranger unless Agent becomes Landlord. In the event Agent becomes substitute landlord, Leader may assign its interest as substitute landlord without notice to, the consent of or the assumption of any liability to any other party hereto, so long as Landlord’s obligations under the Lease and regardless of the form of action; or (vi) the Owner Trustee will not this Agreement, are fully assumed by said Assignee, who shall be deemed by Agent to be a commercially reasonable Assignee, provided however that Agent as successor Landlord shall be responsible or liable for a failure or delay in the performance of its continuing obligations under this Agreement from of Landlord existing after such acquisition. Anything herein or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry Lease to resume performance as soon as practicable the contrary notwithstanding, in the event that Agent shall acquire title to the leased premises, Agent shall have no obligation, nor incur any liability beyond the then-existing interest, if any, of Agent the leased premises and Tenant shall look exclusively to such interest of Agent in the leased premises for the payment and discharge of any obligations imposed upon Agent hereunder or under the circumstancesLease, and Agent is hereby released and relieved of any other liability hereunder and under the Lease. As regards Agent, Tenant shall look solely to the estate or interest owned by Agent in the leased premises and Tenant will not collect or attempt to collect any judgment out of any other assets of Agent. By executing this Agreement, Landlord specifically acknowledges and agrees that nothing contained in this Section shall impair, limit, affect, lessen, abrogate or otherwise modify the obligations of Landlord to Tenant under the Lease. Agent’s interest (as such term is used herein) in the leased premises shall include Agent’s equity in the leased premises, rents, protests and issues from the leased premises and proceeds from casualty or condemnation affecting the leased premises.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2017-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2024-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2020-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers power under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2016-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or prior to the delivery of a majority of Collateral Obligation File to the Note Balance of Collateral Custodian pursuant to Section 18.3; provided that the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it believes is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other Transaction Document shall be authorized deemed to impose any duty or within obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a change in Applicable Law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation, or as a result of which the Collateral Custodian shall become subject to taxation. (f) None of the provisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights and or powers under this Agreement so long as if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no event shall the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not Collateral Custodian be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces hereunder because of circumstances beyond its control, including strikesincluding, work stoppagesbut not limited to, acts of warGod, flood, war (whether declared or undeclared), terrorism, civil fire, riot, embargo, government action (including any laws, ordinances, regulations) or military disturbancesthe like that delay, nuclear catastrophesrestrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement; provided that, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will Collateral Custodian shall use commercially reasonable efforts consistent with accepted practices in the banking industry to mitigate the effects of such circumstances and to resume performance as soon as practicable under reasonably practicable. (g) It is expressly agreed and acknowledged by each party hereto that the circumstancesCollateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) Each of the protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.3, Section 11.7, Section 11.8, Section 11.11 and Section 11.12 shall be afforded to, are extended to, and shall be enforceable by, the Collateral Custodian.

Limitations on Liability. The Owner Trustee will (i) Notwithstanding anything herein to the contrary, neither the Manager nor any director, officer, employee or agent of the Manager shall be under any liability to the Owners or any other Person for any action taken, or not be liable under the Transaction Documentstaken, including for the following actionsin good faith pursuant to this Agreement, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is ; provided, however, that this provision shall not true and correct as of protect the Closing Date: (i) the Owner Trustee will not be liable for Manager against any action taken or not taken by it (A) according liability to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassOwners, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to Trustee for the holder of the Residual Interest under this Agreement or (H) the accuracy material breach of a representation or warranty made under by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, negligence or willful misconduct in the performance of the Services hereunder. (ii) No party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of, this Agreement. (iii) Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have at law, in equity, or by statute, any liability of an Owner to the Manager shall be satisfied only from such Owner’s interest in the Tower Sites, the Space Licenses, the Tower Site Management Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Owner has funds available to satisfy such liability in accordance with the Indenture, the related Cash Management Agreement and the other Transaction Documents, (any such available funds being hereinafter referred to as “Available Funds”). In the event the Available Funds of an Owner are insufficient to pay in full any such liabilities of an Owner, the excess of such liabilities over such Available Funds shall not constitute a Transaction Document claim (as defined in the United States Bankruptcy Code) against such Owner unless and until a proceeding of the type described in Section 23(i) is commenced against such Owner by a party other than the representations and warranties made by the Owner Trustee in Section 6.6);Manager. (iv) No officer, director, employee, agent, shareholder, member or Affiliate of any Owner or the Owner Trustee will not Manager (except, in the case of an Owner, for Affiliates that are also Owners hereunder) shall in any manner be personally or individually liable for the default or misconduct obligations of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest any Owner or the Indenture Trustee under the Transaction Documents Manager hereunder or for any action taken by the Indenture Trustee, the Administrator claim in any way related to this Agreement or the Servicer in the name performance of the Owner Trustee;Services. (v) The provisions of this Section 23(e) shall survive the Owner Trustee will not be responsible expiration or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised earlier termination of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from (whether in whole or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancespart).

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2023-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2021-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2017-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee (i) Sxxxxxxx is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. Sxxxxxxx will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) Sxxxxxxx shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of Sudrania’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, Sxxxxxxx shall not be liable under and shall be indemnified by the Transaction Documents, including Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) Sxxxxxxx shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide Sxxxxxxx with any information. (iv) Sxxxxxxx is not responsible for the following actionsacts, except omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (av) Sxxxxxxx shall have no responsibility for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the management of the Closing Date:investments or any other assets of the Trust or its customers, and Sxxxxxxx shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, Sxxxxxxx shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (ivi) Except as set forth in the Owner Trustee will exhibits hereto, the Trust acknowledges that the reporting obligations of Sxxxxxxx do not constitute a duty to monitor compliance and Sxxxxxxx shall not be liable for any action taken or not taken by it (A) according to the instructions failure of the Noteholders of a majority of the Note Balance of the Controlling ClassFund to comply with any laws, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator regulations or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;other applicable requirements thereof. (iivii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will Sxxxxxxx shall not be liable for the default or misconduct errors of other service providers of the ServicerTrust, including the Administratorerrors of data, corporate actions and pricing services (other than to pursue all reasonable claims against the Depositorpricing service based on the pricing services’ standard contracts entered into by Sxxxxxxx) or securities brokers and dealers or errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the holder contrary in this Agreement, Sxxxxxxx shall not be liable to the Trust or any shareholder of the Residual Interest Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which Sxxxxxxx would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Indenture Trustee Trust if the NAV Difference for which Sxxxxxxx would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the Transaction Documents loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for any action taken which Sxxxxxxx is determined to be liable hereunder shall be reduced by the Indenture Trusteeamount of gain which inures to shareholders, whether to be collected by the Administrator Trust or not. For purposes of this Agreement: (i) the Servicer NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any Sxxxxxxx or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which Sxxxxxxx would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which Sxxxxxxx would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the name of the Owner Trustee;Fund’s fiscal year shall be netted. (vix) the Owner Trustee Sxxxxxxx will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage and regardless arising from the misuse or sharing of online access by any authorized person of the form of action; orTrust who has been issued a User ID by Sxxxxxxx. (vix) Except as expressly provided in this Agreement, Sxxxxxxx hereby disclaims all representations and warranties, express or implied, made to the Owner Trustee will not be responsible Trust or liable for a failure any other person, including, without limitation, any warranties regarding quality, suitability or delay in the performance otherwise (irrespective of its obligations any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement from Agreement. Sxxxxxxx disclaims any warranty of title or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices non-infringement except as otherwise set forth in the banking industry to resume performance as soon as practicable under the circumstancesthis Agreement.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2024-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not (1) Neither the Liquidity Provider nor any of its officers, employees, directors or Affiliates shall be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: responsible for: (i) the Owner Trustee will use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable for to the Borrower, to the extent of any action taken or not taken damages suffered by it the Borrower which were the result of (A) according to the instructions of Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the Noteholders of a majority of the Note Balance of the Controlling Classterms hereof, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as any breach by the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal Liquidity Provider of and interest on the Notes or amounts distributable to the holder any of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (B2) Neither the due execution Liquidity Provider nor any of its officers, employees, directors or Affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. (3) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the Depositorparties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Subordination Agent in the exercise of the powers and authority conferred and vested in it under the Intercreditor Agreement, (Cb) the form, genuineness, sufficiency, value or validity each of the Trust Propertyrepresentations, (D) undertakings and agreements herein made on the validity or sufficiency part of the other Transaction DocumentsSubordination Agent is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the Notes or related documents, purpose for binding only the Subordination Agent as Borrower and (Ec) under no circumstances shall Wilmington Trust Company be personally liable for the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance payment of any perfection and priority, (G) the sufficiency indebtedness or expenses of the Trust Property Borrower or be liable for the ability breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest Borrower under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesrelated documents.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by Chase Card Funding not individually or personally but solely as Beneficiary, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as a personal representation, undertaking or agreement by Chase Card Funding but is made and intended for its own willful misconductthe purpose of binding only the Issuing Entity, bad faith (iii) nothing herein contained will be construed as creating any liability on Chase Card Funding individually or negligence personally, to perform any covenant of the Issuing Entity either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any Person claiming by, through or under them and (except iv) under no circumstances will Chase USA or Chase Card Funding be personally liable for errors in judgment) the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Indenture or any related documents. (b) if a representation or warranty in Section 6.6 is not true and correct as None of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the DepositorOwner Trustee, the holder Chase USA, Chase Card Funding or any other beneficiary of the Residual InterestIssuing Entity or any of their respective officers, directors, employers or agents will have any liability with respect to this Indenture, and recourse of any Noteholder may be had solely to the Administrator or Collateral designated for inclusion in Asset Pool One and pledged to secure the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;applicable Notes. (iic) It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely as Owner Trustee will of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be liable for indebtedness evidenced construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or created under the Transaction Documentsparties hereto, including the principal of (d) WTC has not verified and interest on the Notes or amounts distributable made no investigation as to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity accuracy or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance completeness of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee Issuing Entity in Section 6.6); this Indenture and (ive) under no circumstances shall WTC be personally liable for the Owner Trustee will not payment of any indebtedness or expenses of the Issuing Entity or be liable for the default breach or misconduct failure of the Servicerany obligation, the Administratorrepresentation, the Depositor, the holder of the Residual Interest warranty or the Indenture Trustee under the Transaction Documents covenant made or for any action taken undertaken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations Issuing Entity under this Agreement from Indenture or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or any other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesrelated documents.

Limitations on Liability. (a) It is understood and agreed that the Escrow Holder shall incur no liability (except for acts of gross negligence or willful misconduct by it or any other Indemnified Parties) and be under no obligation to take any actions (whether by commencement of legal proceedings or otherwise) to insure that any funds are actually received by the Escrow Holder. (b) None of the provisions hereof shall be construed so as to require the Escrow Holder to expend or risk any of its own funds or otherwise incur any liability (except for customary expenses) in the performance of its duties under this Agreement and it shall be under no obligation to make any payment from the Escrow Account except out of the funds received by it. (c) If it becomes illegal or impossible for the Escrow Holder to carry out any of the provisions hereof, the Escrow Holder shall incur no liability as a consequence of the enforceability or lack thereof of any agreements referred to herein. (d) The Owner Trustee will Escrow Holder shall not be liable under to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document reasonably believed by the Transaction DocumentsEscrow Holder to be signed by the proper party or parties. The Escrow Holder will be entitled to treat as genuine and as the document it purports to be any letter, including for paper, telex, or other document furnished or caused to be furnished to the following actionsEscrow Holder by Executive or the Company, except (a) for its own willful misconduct, bad and reasonably believed by the Escrow Holder to be genuine and to have been transmitted by the proper party or parties. The Escrow Holder shall have no liability with respect to any good faith action taken or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date:allowed by it hereunder. (ie) the Owner Trustee will The Escrow Holder shall not be liable for any action error of judgment or for any act done or step taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which or for any mistake of fact or law in connection herewith (except, in each case, for any acts of gross negligence or willful misconduct by it believes and the other Indemnified Parties), except as otherwise provided in this Agreement, and the Escrow Holder shall have no duties to be authorized the parties hereto. (f) The Escrow Holder may consult with legal counsel in the event of any dispute or within its rights and powers under questions as to the interpretation or construction of this Agreement or the Escrow Holder's duties hereunder, and the Escrow Holder shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel. Any fees or costs so incurred shall be borne by the parties hereto, other than the Escrow Holder. (g) In the event of any disagreement between the parties hereto or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any money involved herein or affected hereby, the Escrow Holder shall be entitled, at its option, to refuse to comply with any such claims or demands for so long as such disagreement shall continue, and in so doing the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will Escrow Holder shall not be or become liable for indebtedness evidenced by damages or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder parties hereto or any of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity them, or sufficiency of to any person named in this Agreement, for the Escrow Holder's refusal to comply with such conflicting or adverse demands; and the Escrow Holder shall be entitled to continue so to refrain and refuse to act until: (B1) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity rights of the Trust Property, (D) the validity adverse claimants have been finally adjudicated in a court or sufficiency by arbitration having jurisdiction of the other Transaction Documents, parties and the Notes or related documents, (E) the legality, validity money involved herein and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of actionaffected hereby; or (vi2) all differences have been resolved by agreement and the Owner Trustee will not be responsible or liable for a failure or delay Escrow Holder has been notified thereof in writing by all of the persons interested; or (3) in the performance event of such disagreement, the Escrow Holder, in its obligations under this Agreement from discretion, may file suit in interpleader or caused byfor declaratory relief for the purpose of having the respective rights of the claimants adjudicated, directly or indirectlyand deposit with the court all documents and property held hereunder, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; all reasonable costs and reasonable counsel fees incurred by the Owner Trustee will use reasonable efforts consistent with accepted practices Escrow Holder in such action shall be included in the banking industry to resume performance as soon as practicable under the circumstancesjudgment of any such action.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2023-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2019-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2018-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductIt is expressly understood and agreed by the parties hereto that (i) this Terms Document is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee under the Trust Agreement, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as the exercise of the Closing Date: powers and authority conferred and vested in it, (iii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied herein, all such liability, if any, being expressly waived by the parties to this Terms Document and by any Person claiming by, through or under them, (iv) the Owner Trustee will not be liable for any action taken or not taken by it (A) according has made no investigation as to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator accuracy or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance completeness of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee Trust in Section 6.6); the Agreement and (ivv) under no circumstances will the Owner Trustee will not be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the default breach or misconduct failure of any obligation, representation, warranty or covenant made or undertaken by the Servicer, the Administrator, the Depositor, the holder Issuer under this Terms Document or any related documents. (b) None of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v, the Calculation Agent, the Beneficiary, the Depositor, any Master Servicer or any Servicer or any of their respective officers, directors, employees, incorporators or agents will have any liability with respect to this Terms Document, and recourse may be had solely to the Collateral pledged to secure these Class A(2023-2) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable Notes under the circumstancesIndenture, the Indenture Supplement and this Terms Document.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty Any indemnity as referred to in Section 6.6 is 9.1 for breach of a Covenantor Warranty shall be such as to place the relevant Investor in the same position as it would have been in had there not true and correct as been any breach of the Closing Date: Covenantor Warranty under which such Investor is to be indemnified. Further, the Parties expressly agree that (i) the Owner Trustee will maximum aggregate liability of the Indemnifying Parties under this Agreement (a) with respect to all Losses incurred by GS, its Affiliates and the respective officers, directors, agents and employees of GS and its Affiliates (each acting in its capacity as an officer, director, agent or employee of GS or any of its Affiliates) for breach of any Covenantor Warranty shall not exceed the GS Consideration and (b) with respect to all Losses for breach of any Covenantor Warranty incurred by Mandra, its Affiliates and the respective officers, directors, agents and employees of Mandra and its Affiliates (each acting in its capacity as an officer, director, agent or employee of Mandra or any of its Affiliates) shall not exceed the Mandra Consideration; (ii) the Indemnifying Party shall not be liable for breach of any action taken Covenantor Warranty in respect of any individual claim (or a series of claims arising from substantially identical facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Section 9.2(ii)) in respect of any such claim or series of claims does not taken by it (A) according to exceed US$100,000, and where the instructions liability agreed or determined in respect of any such claim or series of claims exceeds US$100,000, the Indemnifying Party shall be liable for the amount of the Noteholders claim or series of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator claims as agreed or the Servicer or determined; and (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (iiiii) the Owner Trustee will Indemnifying Party shall not be liable for indebtedness evidenced by or created under breach of any Covenantor Warranty in respect of any claim where the Transaction Documents, including aggregate amount of all claims for which the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not Indemnifying Party would otherwise be liable for breach of any Covenantor Warranty (A) disregarding the validity or sufficiency provisions of this AgreementSection 9.2(iii)) does not exceed US$1,000,000, (Band where the amount agreed or determined in respect of all claims referred to in this Section 9.2(iii) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documentsexceeds US$1,000,000, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not Indemnifying Party shall be liable for the default aggregate amount of all claims as agreed or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesdetermined.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2019-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. 6.1 The Owner Trustee will liability of the Warrantors under the Tax Covenant shall be reduced if and to the extent that the Liability to Taxation shall have been recovered under the Warranties or under any other part of the Tax Covenant (and vice versa). 6.2 The Warrantors shall not be liable under to the Transaction Documents, including Purchaser for a Tax Claim to the following actions, except extent that: (a) for its own willful misconduct, bad faith provision otherwise than by way of deferred Taxation in respect of that liability has been made in the Completion Accounts or negligence (except for errors the Working Capital Statement or payment or discharge of it was demonstrably taken into account in judgment) either the Completion Accounts or the Working Capital Statement; (b) if the liability arises or is increased as a representation or warranty in Section 6.6 is not true and correct as of the Closing Dateresult only of: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions increase in rates of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligenceTaxation; (ii) any change in law or in the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal generally published practice of and interest on the Notes or amounts distributable to the holder of the Residual Interest;a Tax Authority; or (iii) any change in the Owner Trustee will not be liable for (A) bases upon or change in the validity or sufficiency of this Agreement, (B) date to which the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity accounts of the Trust Propertyrelevant Group Company are prepared or any change in accounting practice or principles except in either case in order to comply with generally accepted accounting principles, announced in any such case after Completion (Dwhether or not with retrospective effect). (c) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments there is available to the Noteholders under the Indenture relevant Group Company to relieve or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document mitigate such Taxation liability any Warrantors’ Relief at no cost (other than the representations fact that the Relief has been utilised) to any Group Company or the Purchaser and warranties made by provided any such Relief shall only be capable of being taken into account once for the Owner Trustee in Section 6.6purposes of this paragraph 6.2(c); (ivd) the Owner Trustee will such liability would not be liable have arisen but for the default a voluntary act or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest omission carried out or the Indenture Trustee under the Transaction Documents or for any action taken effected by the Indenture TrusteePurchaser or by the relevant Group Company at any time after Completion, the Administrator other than any act or the Servicer in the name of the Owner Trustee;omission required by law or carried out or effected: (vi) the Owner Trustee will not be responsible under a legally binding commitment created on or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of actionbefore Completion; or (viii) in the ordinary course of the business carried on by that Group Company; or (iii) carried out pursuant to the written request or with the written approval of the Vendors; (e) the Owner Trustee will liability would not be responsible have arisen or liable for would have been reduced or eliminated but for: (i) a failure or delay omission on the part of any Group Company after Completion (otherwise than at the request of the Vendors or in accordance with paragraph 10 (Tax Returns)) to make, adjust or revise, any claim, election, surrender or disclaimer or the failure or omission after Completion to give any notice or consent, the making, or giving of which in each case was taken into account in computing the provision or reserve for Tax (not including any provision for deferred Tax) in the performance Accounts and was expressly referred to in the Disclosure Letter; or (ii) the making (otherwise than at the request of the Vendors or in accordance with paragraph 10 (Tax Returns)) of any claim, election, surrender or disclaimer made or notice or consent given after Completion by any Group Company the making or giving of which was not taken into account in computing (and so reducing) any provision for Taxation (not including any provision for deferred Taxation) which appears in the Accounts (or eliminating any provision for Taxation (not including any provision for deferred Taxation) which would otherwise have appeared in the Accounts; (f) the liability arises or is increased as a consequence of any material failure by the Purchaser to comply with its obligations under this Agreement from paragraph 9 (Claims Procedure) or caused byparagraph 10 (Tax Returns); (g) the liability would not have arisen but for any Group Company ceasing to be entitled to the small companies rate of corporation tax by virtue of any event occurring on or after Completion; (h) it is to fines, directly penalties or indirectlyinterest in respect of any Tax to the extent that it is increased as a result of any delay or default of the Purchaser or a Group Company after Completion; (i) the income, forces beyond its controlprofits or gains in respect of which the liability arises were actual income, including strikesprofits or gains earned accrued or received by any Group Company before Completion but it can be demonstrated by the Warrantors that such income, work stoppagesprofits or gains were not, acts of warbut should have been, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices reflected in the banking industry Completion Accounts or the Working Capital Statement; or (j) the liability arises in respect of the allotment or issue of, or the sale pursuant to resume performance as soon as practicable under the circumstancesMinority SPAs, of the B Shares or the C Shares or in respect of the Additional Deferred Consideration or the payment or satisfaction of the Additional Deferred Consideration.

Limitations on Liability. The Owner Trustee will not be 15.5.1 After the Closing, any assertion by any Buyer Indemnified Parties that any Seller is liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductthe inaccuracy of any representation or warranty, bad faith or negligence (except for errors in judgment) or (b) if a representation for the breach of any covenant, (c) for indemnity under the terms of this Agreement, or warranty (d) otherwise in Section 6.6 is not true connection with this Agreement, must be made by Buyer in writing and correct as must be given to Sellers on or before the first anniversary of the Closing Date:. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Sellers to evaluate the assertion. 15.5.2 After the Closing, any assertion by any Sellers Indemnified Parties that Buyer is liable (ia) the Owner Trustee will not be liable for any action taken inaccuracy of any representation or not taken by it warranty, (Ab) according to for the instructions breach of the Noteholders of a majority of the Note Balance of the Controlling Classany covenant, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (Bc) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created indemnity under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency terms of this Agreement, or (Bd) otherwise in connection with this Agreement, must be made by a Seller in writing and must be given to Buyer on or before the first anniversary of the Closing Date; provided, however, that such limitations do not apply to any breach by Buyer of its responsibility for Assumed Obligations. The notice shall state the facts known to such Seller that give rise to such notice in sufficient detail to allow Buyer to evaluate the assertion. 15.5.3 None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the due execution inaccuracy of any representations and warranties of Sellers contained in this Agreement by the Depositoror in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (C2) the formbreach of, genuineness, sufficiency, value or validity failure to perform or satisfy any of the Trust Propertycovenants of Sellers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (D3) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations and breaches actually suffered by Buyer exceeds three percent of the Purchase Price, and then only to the extent of such excess. 15.5.4 None of the Sellers Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the validity inaccuracy of any representations and warranties of Buyer contained in this Agreement or sufficiency in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (2) the breach of, or failure to perform or satisfy any of the covenants of Sellers set forth in this Agreement or in any other Transaction Documentsagreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (3) any liabilities otherwise arising in connection with or with respect to the Notes transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations and breaches actually suffered by Sellers exceeds three percent of the Purchase Price, and then only to the extent of such excess; provided, however, that such limitations do not apply to any breach by Buyer of its responsibility for Assumed Obligations. 15.5.5 Neither Buyer nor Sellers shall not be required to indemnify any Sellers Indemnified Parties or related documentsBuyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate twenty-five percent of the Adjusted Purchase Price; provided, (E) the legalityhowever, validity and enforceability that such limitations do not apply to any breach by Buyer of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance its responsibility for Assumed Obligations. 15.5.6 The amount of any perfection and priority, (G) the sufficiency Liabilities for which any of the Trust Property Buyer Indemnified Parties or the ability of the Trust Property Sellers Indemnified Parties is entitled to generate the amounts necessary to make payments to the Noteholders under the Indenture indemnification or distributions to the holder of the Residual Interest other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (H1) the accuracy of tax benefit created or generated or (2) insurance proceeds realized or that could reasonably be expected to be realized by such party if a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee claim were properly pursued under the Transaction Documents or for any action taken by the Indenture Trusteerelevant insurance arrangements. 15.5.7 NONE OF THE BUYER INDEMNIFIED PARTIES NOR THE SELLERS INDEMNIFIED PARTIES SHALL BE ENTITLED TO RECOVER FROM SELLERS OR BUYER, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for specialRESPECTIVELY, punitiveFOR ANY LOSSES, indirect or consequential damages (including lost profit)COSTS, even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused byEXPENSES, directly or indirectlyOR DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES, forces beyond its controlCOURT COSTS AND REASONABLE ATTORNEY FEES, including strikesSUFFERED BY SUCH PARTY. BUYER ON BEHALF OF EACH OF THE BUYER INDEMNIFIED PARTIES AND SELLERS ON BEHALF OF EACH OF THE SELLERS INDEMNIFIED PARTIES WAIVES ANY RIGHT TO RECOVER PUNITIVE, work stoppagesSPECIAL, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesEXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of Neither this Agreement, (B) the due execution Assignment, nor ------------------------ anything to the contrary in the Lease shall, prior to Lender's acquisition of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity Landlord's interest in and possession of the Trust Property, (D) operate to give rise to or create any responsibility or liability for the validity control, care, management or sufficiency repair of the other Transaction DocumentsProperty upon Lender, or impose responsibility for the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created carrying out by a Receivable in a Financed Vehicle or the maintenance Lender of any perfection and priority, (G) the sufficiency of the Trust Property or the ability covenants, terms and conditions of the Trust Property to generate the amounts necessary Lease, or constitute Lender a "mortgagee in possession," nor shall said instrument operate to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be Lender responsible or liable for specialany waste committed on the Property by any person whatsoever, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised for any dangerous or defective condition of the likelihood Property, or for any negligence in the management, upkeep, repair or control of the loss Property resulting in loss, injury or damage and regardless death to any tenant, licensee, invitee, guest, employee, agent or stranger, provided however that Tenant will accept performance by Lender of any obligation required to be performed by Landlord under the terms of the form Lease with the same force and effect as though performed by Landlord. Notwithstanding anything to the contrary in the Lease, Lender shall be responsible (subject to the limitations under paragraph 4 above) for performance of action; or (vi) only those covenants and obligations of the Owner Trustee Lease accruing after Lender's acquisition of Landlord's interest in and possession of the Property. In the event Lender becomes substitute landlord, Lender may assign its interest as substitute landlord without notice to or the consent of Tenant provided that such substitute landlord expressly assumes Lender's obligations as substitute Landlord under that Agreement. Anything herein or in the Lease to the contrary notwithstanding, in the event that Lender shall acquire title to the Property, Lender shall have no obligation, nor incur any liability beyond the then-existing ownership interest, if any, of Lender in the Property and Tenant shall look exclusively to such interest of Lender in the Property for the payment and discharge of any obligations imposed upon Lender hereunder or under the Lease, and Lender is hereby released and relieved of any other liability hereunder and under the Lease. As regards Lender, Tenant shall look solely to the estate or interest owned by Lender in the Property and Tenant will not be responsible collect or liable for a failure or delay in the performance attempt to collect any judgment out of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts any other assets of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesLender.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will Consultant shall not be liable for any action taken loss, damage, claim, expense, or not taken liability suffered or incurred by it (A) according the Company or any of its officers, directors, stockholders, members, managers or employees arising from the Company’s use of the Consulting Services or otherwise relating to the instructions Consulting Services, unless the loss, damage, claim, expense, or liability is suffered or incurred directly as a proximate result of the Noteholders of a majority of Consultant’s gross negligence or willful misconduct. IN NO EVENT SHALL THE CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE COMPANY’S USE OF THE CONSULTING SERVICES OR OTHERWISE RELATING TO THE CONSULTING SERVICES. Except as expressly provided herein or as necessary for the Note Balance of the Controlling Classparties to abide by their obligations hereunder, and subject to its indemnification obligations under this Agreement, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken Consultant does not amount to negligence; (ii) endorse, warrant or guarantee any third party product or service offered or otherwise accessed in connection with the Owner Trustee will not Consulting Services. The Company hereby indemnifies and holds Consultant harmless from and against any and all obligations, liabilities and claims involving any product or service offered by a third party or otherwise accessed in connection with the Consulting Services. In no event shall Consultant be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency any breach of this Agreement, (B) or under any other theory, including negligence, willful misconduct or strict liability in tort, for any amounts in excess of the due execution of this Agreement total Compensation actually received by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable Consultant for the default Consulting Services preceding the date of such alleged breach or misconduct of the Serviceractions giving rise to any claims under such other theories. THE STATUTE OF LIMITATIONS FOR ANY CLAIM UNDER THIS AGREEMENT, the AdministratorWHETHER FOR BREACH OF EXPRESS OR IMPLIED (IF APPLICABLE) WARRANTY OR OTHERWISE, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesSHALL BE ONE YEAR FROM THE DATE SUCH CLAIM ACCRUED AND NO CLAIM MAY BE BROUGHT AGAINST CONSULTANT AFTER THAT TIME.

Limitations on Liability. The Owner Trustee will not be liable Section 11.1Aggregate Limit of Liability . Contractor’s total aggregate liability for Liquidated Damages (including in the event of a successful challenge of the Liquidated Damages under the Transaction Documentslast sentence of Section 5.11) shall not exceed twenty percent (20%) of the Contract Price (the “Liquidated Damages Cap”). Except as otherwise specifically set forth herein, Contractor’s aggregate liability to Owner, from any and all causes (including for all Liquidated Damages payable hereunder and all claims under the following actionswarranties described in this Agreement), except whether based on contract, tort (a) for its own including negligence), strict liability or any other cause of action, shall in no event exceed the Contract Price; provided, however, that the foregoing limitation shall not apply to acts of gross negligence, willful misconductmisconduct or fraud by Contractor, bad faith or negligence (except for errors in judgmentamounts paid to Owner by Contractor pursuant to Section 3.4(a) or Section 3.10 for Contractor’s breach thereof, amounts transferred to Owner pursuant to Section 3.4(l)(i), pursuant to Section 7.5, or pursuant to Contractor’s indemnification obligations under Article 12 (b) if a representation in the case of such indemnification obligations, only as to claims made by third-parties). Contractor’s total liability for purposes of this Section 11.1 shall be calculated without regard to claims made, or warranty amounts received, in Section 6.6 is not true and correct as respect of any of the Closing Date: (i) warranties and guarantees of the Owner Trustee will not be liable for Subcontractors and vendors obtained in accordance with Section 10.5, any action taken or not taken Manufacturer warranties obtained pursuant to Section 10.1 and liabilities excluded from the Contractor’s aggregate liability limitation hereunder by it (A) according the proviso to the instructions immediately preceding sentence. Owner’s aggregate liability to Contractor, from any and all causes, whether based on contract, tort (including negligence), strict liability or any other cause of action, shall in no event exceed the Noteholders Contract Price; provided however, that the foregoing limitation shall not apply to acts of a majority gross negligence, willful misconduct or fraud by Owner or Owner’s indemnification obligations under Article 12 (in the case of the Note Balance such indemnification obligations, only as to claims made by third-parties who are not Owner Affiliates). Owner’s total liability for purposes of the Controlling Classthis Section 11.1 shall be calculated without regard to claims made, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable received, in respect of liabilities excluded from the Owner’s aggregate liability limitation hereunder by the proviso to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesimmediately preceding sentence.

Limitations on Liability. In all circumstances, Brink’s Liability is subject to the following limitations, to which You agree: 1. The Owner Trustee will maximum amount of Brink’s Liability for any one Shipment shall not exceed the limits set out in Section II.6, unless otherwise specifically agreed in writing or as specified in the Brink’s Connect Service Guide. Brink’s Liability shall not exceed the limits set out in Section II.6 per Shipment per Consignee per day, or the amount as specified in the Brink’s Connect Service Guide. Brink’s liability for all direct damages, including but not limited to any liability for breach of personal data and excluding Liability for any loss or damage to Shipments, shall not exceed the total amount of charges received by Brink’s for the particular Shipment giving rise to such direct damages to You. 2. Brink’s Liability whether as a result of breach of contract, tort, indemnity, warranty or otherwise, shall not, under any circumstances, include lost profits, special, incidental, consequential, indirect or punitive losses or damages, interest or attorneys’ fees, whether or not caused by the fault or neglect of Brink’s and whether or not Brink’s had knowledge that such losses or damages might be incurred. 3. Nothing in this Contract limits or excludes Brink’s Liability (if any) to You for (1) personal injury or death resulting from Brink’s negligence; (2) any matter for which it would be illegal for Brink’s to exclude or to attempt to exclude its liability; or (3) fraud on the part of Brink’s. 4. Under no circumstance xxxx Xxxxx’x be liable to You (i) in the absence of objective physical evidence of tampering with, penetration or invasion of the Shipment packaging; (ii) such physical evidence has been noted in writing on the receiving documents by both the Consignee and the Carrier or Brink’s; and (iii) the container has been properly sealed and packaged as required by this Contract (iv) all packaging; and contents of a Shipment have been made available to Brink’s for inspection and retained by You until any such claim is concluded, except in the case of disappearance of the entire Shipment. Any loss or damage discovered after departure of the Carrier or Brink’s from the Destination shall be excluded from Brink’s Liability. In the case of Property subject to inspection by customs officials or other related government authorities, provided each of the above conditions have been met, Brink’s shall accept responsibility as provided herein if the loss or damage occurred as a result of such inspection. Notwithstanding the foregoing, Brink’s has no liability for a mysterious disappearance of Property within any Shipment in the event that such Shipment is out of Brink’s control, such as the instances referred to in Section X.C.9 herein below. 5. Brink’s shall not be liable under the Transaction Documentsfor non-performance or delays caused by strikes, lockouts or other labor disturbances, riots, authority of law, acts of God or means beyond Brink’s control, including but not limited to Carrier’s decision to refuse the Shipment, make delivery or return it. If Brink’s takes steps outside the ordinary course of business to protect Your goods due to such events. You shall pay all charges associated with such event. 6. Unless otherwise specifically agreed in writing, Brink’s does not agree to hold any Shipment until receipt of release instructions from and payment of Service charges by an entity not a party to the Contract. If Brink’s does otherwise hold any Shipment pending such release instructions, it does so as a courtesy only. Under no circumstances shall Brink’s be liable for the following actionsConsignee’s failure to pay any amount to You, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as including the value of the Closing Date: (i) Property. Should Brink’s agree to collect shipping charges for a Shipment from the Owner Trustee Consignee or any entity not a party to the Contract, You shall remain liable for such charges, should that entity fail to pay. You agree to pay all Brink’s charges incurred in returning a Shipment to You, should release instructions not be received by Brink’s within a reasonable time. Brink’s will not be liable for a Shipment returned to You under any action taken or not taken circumstance, unless it is agreed by it (A) according to the instructions Brink’s in writing in advance of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;such transport. (ii) the Owner Trustee 7. Brink’s will not be liable for indebtedness evidenced by loss or created under the Transaction Documents, including the principal damage of and interest on the Notes or amounts distributable a Shipment if You fail to the holder comply with any of the Residual Interest;representations and warranties set out in Section II hereinabove. Upon loss or damage to Property, the parties shall promptly and diligently assist each other to establish the identity of the Property lost or damaged and shall take all such other reasonable steps as may be necessary to assure the maximum amount of salvage at a minimum cost. Affirmative written proof of the Property lost or damaged, subscribed and sworn to by You and substantiated by Your books, records and accounts shall be furnished to Brink’s. Brink’s shall, after receipt from You of a proof of loss (iii) the Owner Trustee 8. You understand and agree that Brink’s will not be liable for (A) loss of or damage to Your Property, or damage, liability or expense directly or indirectly caused, contributed to or occasioned by, happening through, resulting or arising from or in consequence of any of the validity following: • WAR, civil war, revolution, rebellion, insurrection, or sufficiency civil strife arising therefrom, or any hostile act by or against a belligerent power; • CAPTURE, seizure, arrest, restraint or detainment, arising from risks described in the preceding sentence, and the consequences thereof or any attempt thereat; • DERELICT MINES, torpedoes, bombs or other derelict weapons of war; • ANY CHEMICAL, BIOLOGICAL, BIO-CHEMICAL OR ELECTROMAGNETIC weapon; • THE USE OR OPERATION, AS A MEANS FOR INFLICTING HARM, of any computer, computer system, computer software program, computer virus or process or any other electronic system; • IONISING RADIATIONS from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; • THE RADIOACTIVE, TOXIC, EXPLOSIVE OR OTHER HAZARDOUS OR CONTAMINATING PROPERTIES of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; • ANY WEAPON OR DEVICE employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; • THE RADIOACTIVE, TOXIC, EXPLOSIVE OR OTHER HAZARDOUS OR CONTAMINATING PROPERTIES of any radioactive matter. The exclusion in this sub-clause does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored or used for commercial, agricultural, medical, scientific or other similar peaceful purposes. • BREAKAGE of statuary, marble, glassware, “bric-a-brac”, porcelain, decorative items including jewelry and similar fragile articles, unless the breakage is caused by fire, lightning, theft or attempted theft, cyclone, tornado, windstorm, earthquake, flood explosion, malicious mischief or collision or overturn of the conveyance. • NEGLIGENT PACKING of the Property by You or Your servants, agents or independent contractors. • INCORRECT OR INSUFFICIENT DESCRIPTION OR VALUATION of Your Property by You. • CRIMINAL ACTS OR FRAUD by You or Your agents, Consignee or employees. • SPOILAGE of the Property for any reason whatsoever, including but not limited to inherent vice, natural wastage or insufficient or improper packaging. Brink’s Liability to You for loss or delay of or damage to Your Property is agreed to be only as set forth in this Contract and You agree to look only to the provisions of this AgreementContract for any claim against Brink’s relating to Your Shipment. Brink’s reserves the right to refuse service if it was obtained by fraud, (B) the due execution material misrepresentation, or concealment of this Agreement by the Depositormaterial facts or if You intentionally concealed any material fact or circumstance before or after a loss. Further, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest Brink’s shall have no liability under this Agreement Contract if Customer concealed or (H) the accuracy of misrepresented any material fact or circumstance before or after a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will loss. Brink’s shall not be liable for any losses from intentional or criminal acts by You, Your employees or agents, or persons acting with, or under the default direction of You, or misconduct of Your employees or agents, or the ServicerConsignee, if the loss that occurs may be reasonably expected to result from such acts or is, in fact, the Administratorintended result of such an act. Brink’s shall not be liable for (i) any loss as a result of a fraudulent or unauthorized Shipment or instruction by You or the Consignee or (ii) for any loss as a result of fraud by a third party against You or the Consignee. 9. In the event Brink’s is unable to complete the delivery of a Shipment due to the failure or inability of You, the Depositorshipper or Consignee to (a) provide any required documentation or instructions, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents (b) to take action to clear a Shipment through customs, or for (c) to pay any duty, tax, fee or other cost, or (d) otherwise fail to promptly perform any action taken required by the Indenture Trusteeshipper or Consignee to complete delivery, the Administrator then Brink’s Liability shall terminate upon two days following Your failure to (i) comply with any such requirement from Brink’s or the Servicer in the name of the Owner Trustee; any governmental authority, as provided above or (vii) the Owner Trustee will not be responsible or liable provide any alternative instructions to Brink’s upon request from Brink’s for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancessuch instructions.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) Seller shall not have any liability for its own willful misconductany indemnification under Section 10.1(a) (other than with respect to a breach by Seller of any Seller Fundamental Representation or a breach by the Company of the representations and warranties set forth in Section 7.12) unless (i) the individual amount of any Loss for which a Claim Notice is delivered by Buyer to Seller under this Article 10 exceeds $200,000 (the “Indemnity Threshold”) and (ii) until the aggregate amount of all Losses for which a Claim Notice is delivered by Buyer to Seller under Section 10.1(a) (other than with respect to a breach by Seller of any Seller Fundamental Representation or a breach by the Company of the representations and warranties set forth in Section 7.12) that equal or exceed the Indemnity Threshold is greater than an amount equal to two percent (2%) of the Base Purchase Price (the “Indemnity Deductible”), bad faith in which case Seller shall only have liability under Section 10.1(a) for all such Losses that, individually, equal or negligence (except exceed the Indemnity Threshold to the extent they exceed the Indemnity Deductible in the aggregate; provided that, notwithstanding anything to the contrary in this Agreement, the foregoing limitations shall not apply to Seller’s liability for errors indemnification with respect to a breach by the Company of the representations and warranties set forth in judgment) or Section 7.32. (b) if Seller shall not have any liability for any indemnification under (i) Section 10.1(a) (other than with respect to a breach by Seller of any Seller Fundamental Representation or a breach by the Company of the representations and warranties set forth in Section 7.12) in excess of the fifteen percent (15%) of the Base Purchase Price or (ii) this Agreement, in the aggregate, in excess of an amount equal to one hundred percent (100%) of the Base Purchase Price. (c) The amount of any Losses subject to indemnification under Section 10.1 or Section 10.2 shall be calculated net of any insurance proceeds (net of direct collection expenses) realized by, or any indemnity, contribution or other similar payment actually received by, the Indemnified Party from any Third Party with respect thereto. (d) Buyer shall, and shall ensure that each Buyer Indemnified Party shall, and Seller shall, and shall ensure that each Seller Indemnified Party shall, use commercially reasonable efforts to mitigate or minimize liabilities under this Agreement upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any liabilities that are indemnifiable under this Agreement; provided, however, that such Indemnified Party shall not be required to incur expenses that are more than de minimis in nature or any risks that are extraordinary in nature or that otherwise unreasonably interfere with the operations or activities of such Indemnified Party to mitigate or minimize any such liabilities. If an Indemnified Party fails to so mitigate any liabilities that are subject to indemnification under the preceding sentence, the Indemnifying Party shall have no liability for any portion of such liabilities that would reasonably be expected to have been avoided had the Indemnified Party made such efforts. (e) The amount of any liabilities to which any Indemnified Party is entitled hereunder shall be determined without duplication of any other recovery hereunder in respect of such liabilities and, in furtherance of the foregoing, the Parties acknowledge and agree that (i) to the extent any matter results in the breach of more than one representation or warranty of a Party hereunder, the applicable Indemnified Parties shall only be entitled to a single recovery of the applicable liabilities arising out or resulting from such matter and (ii) neither Party shall have any obligation or liability under this Article 10 with respect to any amount to the extent such amount has already been taken into account and applied as an adjustment to the Purchase Price hereunder. (f) Notwithstanding anything herein or in any other Related Agreement to the contrary, the obligations and rights of the Parties hereunder, for purposes of calculating the dollar amount of any liabilities for which any Indemnified Party is obligated to indemnify or entitled to indemnity under Section 10.1(a) (but not for purposes of determining whether a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profithas been breached), even if the Owner Trustee has been advised of the likelihood of the loss all references to materiality, material adverse effect, Material Adverse Effect or damage and regardless of the form of action; or (vi) the Owner Trustee will not similar qualifiers shall be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesdisregarded.

Limitations on Liability. It is understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct, and be under no obligation to take any steps or action to assure that any funds are actually received by the Escrow Agent. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of it duties under this Agreement and it shall be under no obligation to make any payment before all times for returns have expired and except out of the funds received, after deduction of its fees and expenses. The Owner Trustee will Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the provisions herein. The Escrow Agent shall not be required to take or be bound by notice of default of any person, or to take any action with respect to such default involving any expense or liability, unless written notice of such default is given to the Escrow Agent by the undersigned or any of them, and unless the Escrow Agent is indemnified in a manner satisfactory to it against such expense or liability. The Escrow Agent shall not be liable under to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Transaction DocumentsEscrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, including for paper, telex or other document furnished or caused to be furnished to the following actionsEscrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except (a) for its own acts of gross negligence or willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will . The Escrow Agent shall not be liable for any action error or judgment or for any act done or step taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith or for any mistake or fact or law, except for acts of gross negligence or willful misconduct, or for anything which it believes may do or refrain from doing in connection herewith, and the Escrow Agent shall have no duties to be authorized anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or within its rights and powers under questions as the interpretation or construction of this Agreement or the Escrow Agent's duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any money involved herein or effected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claims or demands, so long as such disagreement shall continue, and in so doing the action taken Escrow Agent shall not be or not taken does not amount become liable for damages or interest to negligence; the undersigned or any of them, or to any person named in this Agreement, for its refusal to comply with such conflicting or adverse demands; and the Escrow Agent shall be entitled to continue so to refrain and refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court or by arbitration as set forth below assuming and having jurisdiction of the parties and the money involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Owner Trustee will not be liable for indebtedness evidenced Escrow Agent has been notified thereof in writing by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder all of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancespersons interested.

Limitations on Liability. The Owner Trustee (i) HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits. HASI will have no implied duties or obligations. Each party shall mitigate damages for which the other party may become responsible hereunder. (ii) HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from the Trust, and shall be without liability for any loss or damage suffered by the Trust or any of the Trust’s shareholders as a result of HASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, HASI shall not be liable under and shall be indemnified by the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable Trust for any action taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which in reliance on any instruction believed by it believes in good faith to be have been authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;by an authorized person. (iiiii) HASI shall have no responsibility and shall be without liability for any loss or damage caused by the Owner Trustee will failure of the Trust to provide HASI with any information requested by HASI. (iv) HASI is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its shareholders. Further, HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the Offering Documents of the Trust other than those misstatements or omissions in the Offering Documents directly caused by HASI. (vi) HASI shall not be liable for indebtedness evidenced ensuring compliance by the Trust with any legislation or created under the Transaction Documents, including the principal regulations or exemptions from legislation or regulations of and interest on the Notes or amounts distributable any jurisdiction applicable to the holder Trust. (vii) The Trust acknowledges that HASI does not provide valuations with respect to the Trust’s portfolio securities, products or services, does not verify any valuations provided to it by the Trust or any other person, and does not verify the existence of the Residual Interest;Trust’s assets, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Trust or another third party, and HASI shall have no responsibility and shall be without liability for any loss or damage arising with respect to valuation or verification of assets. Huntington Asset Services, Inc. Cross Shore Discovery Fund-6 (iiiviii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee HASI will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by HASI. (ix) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action; or (vi) action or legal theory, shall not exceed the Owner Trustee will not be responsible or liable for a failure or delay in the performance total amount of its obligations compensation paid to HASI under this Agreement from during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided that if such date is during the first twelve (12) months of this Agreement, then HASI’s cumulative liability shall not exceed the total amount of compensation paid or caused bypayable by the Trust to HASI under this Agreement during the first twelve (12) months of this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, directly fraud or indirectly, forces beyond its control, including strikes, work stoppages, acts negligence of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesHASI.

Limitations on Liability. The Owner Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees, and will be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable answerable for the default or misconduct of the Servicerany such attorney, agent or employee selected by it with reasonable care. Without limitation, the AdministratorTrustee will be entitled to the benefit of the foregoing sentence with respect to the delegation to the Paying Agent of any or all of the Trustee duties hereunder, including its duties with respect to payment of principal of, premium, if any, or interest on, or redemption or purchase of the Bonds, conversion of the interest rate on any Bonds, the Depositorauthentication and delivery of Bonds, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner and exchange and transfer thereof. The Trustee will not be responsible answerable for the exercise of any discretion or liable power under this Indenture or for specialanything whatsoever in connection with the trust created hereby, punitiveexcept only for its own gross negligence or willful misconduct. No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, indirect or consequential damages (including lost profit), even if in the Owner Trustee has been advised exercise of the likelihood any of the loss its rights or damage and regardless of the form of action; or (vi) the Owner powers. The Trustee will not be responsible answerable for the exercise of any discretion or liable for a failure or delay in the performance of its obligations power under this Agreement from Indenture or caused byfor anything whatsoever in connection with the trust created hereby, directly except only for its own gross negligence or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceswillful misconduct.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Administrative Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Administrative Agent. (ia) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (b) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (Aa) according and (b) of Section 18.7 shall constitute gross negligence. (c) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of required to and interest on the Notes or amounts distributable will not make any representations as to the holder validity or value (except as expressly set forth in this Agreement) of any of the Residual Interest;Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (iiid) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Owner Trustee will Collateral Custodian. (e) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (Awhether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the validity like that delay, restrict or sufficiency prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, . (Bf) It is expressly agreed and acknowledged that the due execution Collateral Custodian is not guaranteeing performance of this Agreement by or assuming any liability for the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency obligations of the other Transaction Documentsparties hereto or any parties to the Collateral. (g) In case any reasonable question arises as to its duties hereunder, the Notes or related documentsCollateral Custodian may, (E) prior to the legality, validity and enforceability occurrence of a ReceivableFacility Termination Event or the Facility Termination Date, (F) request instructions from the perfection Investment Manager and priority may, after the occurrence of a security interest created by a Receivable in a Financed Vehicle Facility Termination Event or the maintenance of Facility Termination Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any perfection and priority, (G) action unless it has received instructions from the sufficiency of the Trust Property Investment Manager or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitive, indirect or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vih) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, bad faith or negligence (except for errors in judgmentIN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT OR THE RECEIVER BE LIABLE FOR THE INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OF THE OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE PERFORMANCE OF, OR THE FAILURE TO PERFORM, ANY OBLIGATION(S) or SET FORTH HEREIN, EXCEPT FOR SUCH DAMAGES CLAIMED BY THIRD PARTIES UNDER ARTICLE 9. (b) if a representation No present or warranty future officer, director, manager, employee, advisor, agent or attorney of or in Section 6.6 is not true and correct as of Seller or Buyer, nor the Closing Date: (i) the Owner Trustee will not be liable for Receiver, shall have any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused bypersonal liability, directly or indirectly, forces beyond its controlunder or in connection with the Transaction Documents, including strikesor any amendments thereto, work stoppagesand the Parties and their successors and assigns and all other Persons shall look solely to the Parties’ assets for the payment of any claim or for any performance, acts of warand the Parties hereby waive any and all such personal liability. (c) No officer, terrorismdirector, civil or military disturbancesemployee, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes agent or other natural catastrophes representative of Seller, Receiver or Buyer shall have any personal liability or obligation whatsoever with respect to any of the matters set forth in this Agreement and interruptionsany other documents, loss agreements, or failures instruments related thereto or any of mechanicalthe representations made by Seller or Buyer being or becoming untrue, electronic inaccurate or communication systemsincomplete in any respect. (d) The limitations on liability contained in this Section 12.12 are in addition to, pandemics and not in limitation of, any limitation on liability applicable to Seller or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices Buyer provided in the banking industry to resume performance as soon as practicable under the circumstancesany other provision of this Agreement or by Law or by any other Contract.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) The Sellers’ Representative is acting solely in an agency capacity in connection with this Agreement and the Escrow Agreement and will have no personal liability to any Person for any action taken, or inaction, in its own capacity of the Sellers’ Representative, except to the extent it is determined by a court of competent jurisdiction, in a final non-appealable order, to have resulted directly and solely from the gross negligence or willful misconductmisconduct of the Sellers’ Representative. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, bad faith or negligence (except for errors in judgment) or IN NO EVENT SHALL THE SELLERS’ REPRESENTATIVE BE LIABLE TO ANY SELLER FOR ANY SPECIAL, SPECULATIVE, REMOTE, EXEMPLARY, INDIRECT, INCIDENTAL, TREBLE, CONSEQUENTIAL OR PUNITIVE DAMAGES. (b) if a representation or warranty In connection with the exercise of its duties, the Sellers’ Representative will be entitled to consult with and rely upon legal counsel (including Sellers’ Counsel) and other professional advisors, with the costs thereof (and all other out-of-pocket costs reasonably incurred by the Sellers’ Representative incident to discharging its duties under this Agreement) to be allocated among the Sellers in Section 6.6 is not true and correct as accordance with their respective Applicable Total Percentages (the amount of the Closing Date:which may be withheld from any payment due to such Seller hereunder). (ic) The Sellers’ Representative shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, not only as to its due execution, validity and effectiveness, but also as to the Owner Trustee will truth and accuracy of any information therein contained, without inquiry. The Sellers’ Representative shall not be liable for any action error of judgment or for any act done or step taken or not taken omitted by it in good faith, or for any mistake of fact or Law. (Ad) according to The Sellers’ Representative shall have no duties except those which are expressly set forth herein. (e) Each Seller, in accordance with such Seller’s respective Applicable Total Percentage, shall indemnify, defend and hold the instructions Sellers’ Representative harmless from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) which the Sellers’ Representative may suffer or sustain as a result of the Noteholders of a majority of the Note Balance of the Controlling Classany action taken, the Indenture Trusteeor not taken, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes hereunder. In the event the Holdback Amount is not sufficient to satisfy and pay in full all expenses and obligations of the Sellers’ Representative likely to be authorized or within incurred by the Sellers’ Representative in fulfilling its rights and powers under obligations hereunder, the Sellers’ Representative shall not be obligated to take any action contemplated by this Agreement so long as until the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable Sellers shall have paid to the holder of the Residual Interest; Sellers’ Representative sufficient amounts to pay in full all such expenses and obligations (iii) the Owner Trustee will not which payment shall be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee Sellers in Section 6.6accordance with their respective Applicable Total Percentages); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee A. In any action or proceeding brought on this Promissory Note or on the Mortgage or on any of the Loan Documents in which a money judgment is sought (subject to paragraphs B, C, and D below), Lender will not be liable under look solely to the Transaction DocumentsMortgaged Property described in the Loan Documents (including, including for without limitation, the following actions, except (aCollateral) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as payment of the Closing Date:Indebtedness and, specifically and without limitation, Lender agrees to waive any right to seek or obtain a deficiency judgment against Borrower. B. The provisions of this Section 11 shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by this Promissory Note, the Owner Trustee will not be liable for Mortgage or any action taken or not taken by it (A) according other Loan Document to the instructions extent of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligenceMortgaged Property securing such obligation; (ii) be deemed to be a waiver of any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Owner Trustee will not be liable U.S. Bankruptcy Code to file a claim for indebtedness evidenced the full amount of the Indebtedness secured by the Mortgage or created under to require that all Collateral shall continue to secure all of the Transaction Documents, including the principal of and interest on the Notes or amounts distributable Indebtedness owing to the holder of Lender in accordance with the Residual InterestPromissory Note, the Mortgage and the other Loan Documents; (iii) impair the Owner Trustee will not be liable for (A) the validity right of Lender to name Borrower or sufficiency any principals of Borrower, or any guarantor of this AgreementPromissory Note, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value as a party or validity of the Trust Property, (D) the validity parties defendant in any action or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity suit for judicial foreclosure and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders sale under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6)Mortgage; (iv) affect the Owner Trustee will not be liable for the default validity or misconduct of the Servicerenforceability of, or limit recovery under, any separate indemnity agreement (including, without limitation, any environmental indemnity set forth in any separate environmental indemnity agreement, however designated) or separate guaranty, if any, made in connection with this Promissory Note, the AdministratorMortgage, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner TrusteeLoan Documents; (v) impair the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if right of Lender to obtain the Owner Trustee has been advised appointment of the likelihood of the loss or damage and regardless of the form of actiona receiver; or (vi) impair the Owner Trustee will not be responsible enforcement of an assignment of leases or liable for a failure or delay an assignment of rents contained in the performance Mortgage or any separate Assignment of its Leases and Rents executed in connection herewith. C. Notwithstanding any provisions of this Section 11 to the contrary, nothing herein shall be deemed to prejudice the right of Lender (which right is specifically reserved) to pursue or obtain personal recourse liability against the Borrower and Guarantor to recover Losses incurred by Lender, arising out of, or resulting from: (i) obligations and liabilities under this Agreement from any separate guaranty or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.separate indemnity agreement;

Limitations on Liability. The Owner Trustee (i) HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits. HASI will have no implied duties or obligations. Each Party shall mitigate damages for which the other party may become responsible hereunder. (ii) HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from the Funds, and shall be without liability for any loss or damage suffered by a Fund or any of the Funds’ customers as a result of HASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, HASI shall not be liable under and shall be indemnified by the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable Trust for any action taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which in reliance on any instruction believed by it believes in good faith to be have been authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;by an authorized person. (iiiii) HASI shall have no responsibility and shall be without liability for any loss or damage caused by the Owner Trustee will failure of the Trust to provide HASI with any information. (iv) HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and HASI shall have no obligation to review, monitor or otherwise ensure compliance by the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or prospectus. Further, HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the prospectus. Huntington Asset Services, Inc. BRC Investment Management, LLC- 5 (vi) The Trust acknowledges that the reporting obligations of HASI do not constitute a duty to monitor compliance by the Fund, and HASI shall not be liable for indebtedness evidenced ensuring compliance by the Fund, with any legislation or created under the Transaction Documents, including the principal regulations or exemptions from legislation or regulations of and interest on the Notes or amounts distributable any jurisdiction applicable to the holder of the Residual Interest;Fund. (iiivii) The Trust acknowledges that HASI does not provide valuations with respect to the Owner Trustee will Fund’s securities, products or services, does not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement verify any valuations provided to it by the DepositorFund or any other person, (C) and does not verify the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance existence of any perfection assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and priority, (G) the sufficiency existence of the Trust Property or the ability of the Trust Property assets provided to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made it by the Owner Trustee in Section 6.6);Fund or another third party, and HASI shall have no responsibility and shall be without liability for any loss or damage arising with respect to valuation or verification of assets. (ivviii) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee HASI will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by HASI. (ix) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action; or (vi) action or legal theory, shall not exceed the Owner Trustee will not be responsible or liable for a failure or delay in the performance total amount of its obligations compensation paid to HASI under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; during the Owner Trustee will use reasonable efforts consistent with accepted practices in twelve (12) months immediately before the banking industry date on which the alleged damages were claimed to resume performance as soon as practicable under the circumstanceshave been incurred.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or prior to the delivery of a majority of Collateral Obligation File to the Note Balance of Collateral Custodian pursuant to Section 18.3; provided that the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it believes is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other Transaction Document shall be authorized deemed to impose any duty or within obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a change in Applicable Law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation, or as a result of which the Collateral Custodian shall become subject to taxation. (f) None of the provisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights and or powers under this Agreement so long as if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no event shall the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not Collateral Custodian be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces hereunder because of circumstances beyond its control, including strikesincluding, work stoppagesbut not limited to, acts of warGod, flood, war (whether declared or undeclared), terrorism, civil fire, riot, embargo, government action (including any laws, ordinances, regulations) or military disturbancesthe like that delay, nuclear catastrophesrestrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement.; provided that, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will Collateral Custodian shall use commercially reasonable efforts consistent with accepted practices in the banking industry to mitigate the effects of such circumstances and to resume performance as soon as practicable under reasonably practicable. (g) It is expressly agreed and acknowledged by each party hereto that the circumstancesCollateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) Each of the protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.3, Section 11.7, Section 11.8, Section 11.11 and Section 11.12 shall be afforded to, are extended to, and shall be enforceable by, the Collateral Custodian.

Limitations on Liability. 3.1 The Owner Trustee will Sellers shall not be liable under the Transaction Documents, including for Indemnity if and to the following actions, except extent that the Environmental Liabilities have been caused by: (a) for its own willful misconduct, bad faith or negligence (except for errors any change in judgment) or use of any of the relevant Site from the industrial use as at the Completion Date to a non-industrial use following the Completion Date; (b) if a representation or warranty in Section 6.6 is not true and correct as the failure of the Closing Date:Group Companies to employ Reasonable Containment Measures as contemplated in clause 8.1 of this Schedule; (c) other than the Agreed Audits, the carrying-out of any environmental investigation or audit other than any investigation or audit required under Environmental Laws or in relation to any Environmental Proceeding or in accordance with good business practices; (d) any material change of Environmental Laws following the Completion Date resulting in (i) a requirement for additional Remedial Action and/or Reasonable Containment Measures, or (ii) more stringent requirements for any Remedial Action and/or Reasonable Containment Measures; and (e) information voluntarily given to a regulatory authority in circumstances other than where there is a reporting requirement under Environmental Laws (including, for the Owner Trustee will not avoidance of doubt, any legally required disclosure of any of the Agreed Audits to any regulatory authority) or under any environmental permit (including, for the avoidance of doubt, an obligation to disclose any of the Agreed Audits to any regulatory authority) or where the Sellers have previously proposed or approved this course of action in writing. 3.2 The Sellers shall cease to be liable for any action taken claim under this Indemnity on 1 April 2014, except in respect of any valid bona fide claim that has been notified in writing prior to that date, in respect of which the Indemnity shall survive until such time as the claim is either satisfied or otherwise settled, or dismissed, abandoned or withdrawn. 3.3 The Purchaser shall not taken by it be entitled to recover any Environmental Liabilities (Ai) according to the instructions of extent that provision has been made in the Noteholders of a majority of Accounts for the Note Balance of the Controlling Classmatter which has given rise to, the Indenture Trusteeor is giving rise to, the Depositorsuch Environmental Liabilities, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal in respect of and interest on the Notes or amounts distributable any Reasonable Containment Measures that were already being implemented prior to the holder of the Residual Interest; Accounts Date, or (iii) in respect of any Reasonable Containment Measures that after the Owner Trustee will not be liable for (A) Completion Date supersede containment measures that were already being implemented prior to the validity or sufficiency Accounts Date, save to the extent the cost of this Agreement, (B) such Reasonable Containment Measures is higher than the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity cost of the Trust Propertysuperseded containment measures as reflected in the Accounts (in both cases as calculated on an annual basis). 3.4 For the avoidance of doubt, (D) the validity or sufficiency provisions of paragraph 3 of Schedule 8 and, to the extent applicable in accordance with the terms thereof, clause 11 of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments Agreement shall apply to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesIndemnity.

Limitations on Liability. The Owner Trustee (i) UAS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits. UAS will have no implied duties or obligations. Each Party shall mitigate damages for which the other party may become responsible hereunder. (ii) UAS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from the Fund, and shall be without liability for any loss or damage suffered by the Fund or any of the Fund’s customers as a result of UAS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, UAS shall not be liable under and shall be indemnified by the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable Trust for any action taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which in reliance on any instruction believed by it believes in good faith to be have been authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;by an authorized person. (iiiii) UAS shall have no responsibility and shall be without liability for any loss or damage caused by the Owner Trustee will failure of the Trust to provide UAS with any information requested by UAS. (iv) UAS is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) UAS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers. Further, UAS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in a prospectus or statement of additional information of the Trust other than those misstatements or omissions in the prospectus or statement of additional information directly caused by UAS. (vi) UAS shall not be liable for indebtedness evidenced ensuring compliance by the Fund with any legislation or created under the Transaction Documents, including the principal regulations or exemptions from legislation or regulations of and interest on the Notes or amounts distributable any jurisdiction applicable to the holder Fund. (vii) The Trust acknowledges that UAS does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of the Residual Interest;Fund’s assets, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and UAS shall have no responsibility and shall be without liability for any loss or damage arising with respect to valuation or verification of assets. (iiiviii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee UAS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by UAS. (ix) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UAS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. UAS DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of UAS to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action; or (vi) action or legal theory, shall not exceed the Owner Trustee will not be responsible or liable for a failure or delay in the performance total amount of its obligations compensation paid to UAS under this Agreement from during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided that if such date is during the first twelve (12) months of this Agreement, then UAS’s cumulative liability shall not exceed the total amount of compensation paid or caused bypayable by the Trust to UAS under this Agreement during the first twelve (12) months of this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, directly fraud or indirectly, forces beyond its control, including strikes, work stoppages, acts negligence of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesUAS.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 20__-__ Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter or other document delivered to it and that it reasonably and in good faith it believes to be genuine and that has been signed by the proper party or negligence (except for errors parties. The Document Custodian may rely conclusively on and shall be fully protected in judgment) or acting upon the written instructions of any designated officer of the Administrative Agent. (b) if a representation The Document Custodian may consult counsel satisfactory to it and the advice or warranty opinion of such counsel shall be full and complete authorization and protection in Section 6.6 is not true respect of any action taken, suffered or omitted by it hereunder in good faith and correct as in accordance with the advice or opinion of the Closing Date:such counsel. (ic) the Owner Trustee will The Document Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (Ad) according The Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of required to and interest on the Notes or amounts distributable will not make any representations as to the holder validity or value (except as expressly set forth in this Agreement) of any of the Residual Interest;Collateral. The Document Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (iiie) The Document Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Owner Trustee will Document Custodian. (f) The Document Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Document Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (Awhether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the validity like that delay, restrict or sufficiency prohibit the providing of services by the Document Custodian as contemplated by this Agreement, . (Bg) It is expressly agreed and acknowledged that the due execution Document Custodian is not guaranteeing performance of this Agreement by or assuming any liability for the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency obligations of the other Transaction Documentsparties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Notes Document Custodian may, prior to the Termination Date or related documentsat any time an Event of Default is not continuing, (E) request instructions from the legalityCollateral Manager and may, validity after the Termination Date or following the occurrence and enforceability during the continuance of a Receivablean Event of Default, (F) request instructions from the perfection Administrative Agent, and priority of a security interest created by a Receivable in a Financed Vehicle shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or the maintenance of any perfection and priorityAdministrative Agent, (G) the sufficiency of the Trust Property as applicable. The Document Custodian shall in all events have no liability, risk or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent in accordance herewith. In no event shall the Owner Trustee will not Document Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Document Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Custodian in Section 7.4 and Section 7.6 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesDocument Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductEach of the Collateral Custodian and the Collateral Administrator, bad as applicable, may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian and the Collateral Administrator, as applicable, may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ib) Each of the Owner Trustee will not Collateral Custodian and the Collateral Administrator, as applicable, may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Custodian nor the Collateral Administrator shall be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (Aa) according and (b) of Section 18.7 shall constitute gross negligence. (d) Neither the Collateral Custodian nor the Collateral Administrator makes any warranty or representation and neither shall have any responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. Neither the Collateral Custodian nor the Collateral Administrator shall be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) Neither the Collateral Custodian nor the Collateral Administrator shall have any duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian or the Collateral Administrator. (f) Neither the Collateral Custodian nor the Collateral Administrator shall be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall either the Collateral Custodian or the Collateral Administrator be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian or the Collateral Administrator as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that neither the Collateral Custodian nor the Collateral Administrator is guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture Trusteeeach of Collateral Custodian and the Collateral Administrator may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. Neither the Collateral Custodian nor the Collateral Administrator shall in good faith which it believes to be authorized all events have any liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, instruction of the Administrator Facility Agent. In no event shall either of the Collateral Custodian or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not Collateral Administrator be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian or the Collateral Administrator, as applicable, has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes Collateral Custodian and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Administrator.

Limitations on Liability. The Owner Trustee will may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for the conduct of the same if appointed by the Trustee with reasonable care, and the advice of any such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, except only for its own gross negligence or willful misconduct. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than 25% in aggregate principal amount of the Bonds Outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Transaction Documents, including for the following actions, except (a) for Trustee to expend or risk its own willful misconductfunds or otherwise incur any financial liability in the performance of any of its duties hereunder, bad faith or negligence (except for errors in judgment) the exercise of any of its rights or (b) if a representation or warranty in Section 6.6 is not true and correct as powers. The permissive rights of the Closing Date: (i) the Owner Trustee will to do things enumerated in this Trust Indenture shall not be construed as a duty unless so specified herein. The Trustee shall not be liable for any action taken or not taken by it (A) according to the instructions error of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) judgment made in good faith which by a responsible officer, director or employee unless it believes shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to be authorized exercise any of the rights or within its rights and powers under vested in it by this Agreement so long as Trust Indenture at the action taken request, order or not taken does not amount to negligence; (ii) direction of any of the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable Owners pursuant to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency provisions of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments Indenture unless such Owners shall have offered to the Noteholders under Trustee reasonable security or indemnity against the Indenture costs, expenses and liabilities which may be incurred therein or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesthereby.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram, electronic communication or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed or negligence sent by the proper party or parties. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer and believed by the Collateral Custodian in good faith to have been received from such Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable Person. The Collateral Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature believed by the Collateral Custodian in good faith to have been received from such Responsible Officer and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Administrative Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Administrative Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Asset Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. The Collateral Custodian shall not be obligated to take any action not expressly provided for hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositor, the holder occurrence of the Residual InterestMaturity Date or the continuance of an Event of Default, request instructions from the Administrator Servicer and may, after the occurrence of the Maturity Date or the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Administrative Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) In the Owner Trustee will absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Custodian may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Custodian shall not be responsible or liable for a failure any action taken by it in good faith and reasonably believed by it to be within the discretion or delay in powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the performance lack of its obligations direction or instruction required hereby for such action. (j) Each of the protections, reliances, indemnities and immunities offered to the Collateral Administrator under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; Article XII hereunder shall be afforded to the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductFrom and after the Effective Time, bad faith the right of any Buyer Party to be indemnified from the Indemnity Escrow Fund pursuant to this Article X shall be, subject to Section 10.2(b), the sole and exclusive remedy with respect to any breach of any representation or negligence (warranty of the Company or Pace contained in, or any other breach by the Company or Pace of, this Agreement or any certificate delivered by the Company or Pace pursuant to this Agreement. Subject to Section 10.2(b), no current or former stockholder, director, officer, employee, affiliate or advisor of the Company shall have any Liability of any nature to Parent, the Surviving Corporation or any Affiliate of Parent or the Surviving Corporation with respect to any breach of any representation or warranty contained in, or any other breach of, this Agreement. Notwithstanding anything contained herein to the contrary but subject to Section 10.2(b), the maximum aggregate Liability pursuant to this Article X or otherwise in connection with this Agreement and/or the transactions contemplated hereby of the Equityholders and Pace to Parent or Merger Sub shall be limited to amounts then held in the Indemnity Escrow Fund, except for errors in judgment) or the case of Section 2.8 hereof, in which case, the Working Capital Escrow Fund shall be the sole and exclusive remedy of the Buyer Parties with respect to the difference between the Final Net Working Capital and the Estimated Net Working Capital. (b) if a From and after the Effective Time, the right of the Equityholders to be indemnified pursuant to this Article X shall be the sole and exclusive remedy with respect to any breach of any representation or warranty of Parent or Merger Sub contained in, or any other breach by Parent or Merger Sub of, this Agreement, except in the case of Section 6.6 is 2.8 hereof, in which case, the provisions of Section 2.8 shall govern the Equityholders remedies with respect to the difference between the Final Net Working Capital and the Estimated Net Working Capital. No current or former stockholder, director, officer, employee, affiliate or advisor of Parent or Merger Sub (other than Parent and Merger Sub) shall have any Liability of any nature to any Equityholder or any Affiliate of any Equityholder with respect to any breach of any representation or warranty contained in, or any other breach of, this Agreement. (c) Without limiting the effect of any other limitation contained in this Article X, the indemnification provided for in Sections 10.2(a) (but excluding Section 10.2(b)) shall not true and correct as apply except to the extent that the aggregate Damages against which the Buyer Parties would otherwise be entitled to be indemnified under this Article X exceeds Seven Hundred Fifty Thousand Dollars ($750,000), in which event the Buyer Parties shall, subject to the other limitations contained herein, be entitled to be indemnified only against the portion of the Closing Date: such Damages in excess Three Hundred Seventy Five Thousand Dollars ($375,000). Subject to Section 10.2(b), (i) any amounts payable by the Owner Trustee will not Equityholders or otherwise to Parent or Merger Sub pursuant to this Section 10.3 shall be paid solely and exclusively from the Indemnity Escrow Fund in accordance with the terms of the Escrow Agreement and (ii) no holder of Company Common Stock, Company Option or any other Person shall be liable for any action taken deficiency with respect to indemnity pursuant to this Section 10.3. (d) Without limiting the effect of any other limitation contained in this Article X, for purposes of computing the amount of any Damages incurred by any Buyer Party under this Article X, there shall be deducted: (i) any tax benefit actually realized by such Buyer Party or not taken by it (A) according to the instructions any of its Affiliates in connection with such Damages or any of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights circumstances giving rise thereto; and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) an amount equal to the Owner Trustee will amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements received or reasonably expected to be realized by such Buyer Party or any of its Affiliates in connection with such Damages or any of the circumstances giving rise thereto (it being understood that such Buyer Party and any of its Affiliates shall use commercially reasonable efforts to obtain such proceeds, payments or reimbursements prior to seeking indemnification under this Article X). The calculation of Damages shall not be liable include losses arising because of a change after Closing in Law or accounting principle. To the extent that a claim for indebtedness evidenced indemnification by Parent or created under Merger Sub hereunder relates to a Liability incurred by the Transaction Documents, including the principal of Company and interest there is an accrual on the Notes Current Balance Sheet in respect of such Liability, then the determination of Damages in respect of such claim shall be net of such accrual. (e) [Reserved]. (f) Nothing in this Section 10.3 shall limit any remedy Parent or amounts distributable any of the Equityholders may have against any Person for actual fraud involving a knowing and intentional misrepresentation of a fact material to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of transactions contemplated by this Agreement by made with the Depositor, (C) the form, genuineness, sufficiency, value or validity intent of the Trust Property, (D) the validity or sufficiency of the inducing any other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property party hereto to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under enter into this Agreement and upon which such other party has relied (as opposed to any fraud claim based on constructive knowledge, negligent misrepresentation or (Ha similar theory) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesapplicable tort laws.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductNo current or former shareholder, bad faith optionholder, director, officer, employee, Affiliate or negligence (advisor of the Company shall have any personal or individual liability of any nature to Parent, the Surviving Corporation or any Affiliate of Parent or the Surviving Corporation with respect to any inaccuracy in or breach of any representation or warranty set forth in, or any other breach of, this Agreement, except for errors in judgment) or as specifically provided herein. (b) if a representation or warranty Without limiting the effect of any other limitation set forth in Section 6.6 this Article 8, the indemnification provided for herein shall not apply, and Parent shall not be entitled to exercise any indemnification rights under this Agreement, except to the extent that the aggregate amount of the Damages against which Parent would otherwise be entitled to be indemnified exceeds $850,000. If the aggregate amount of such Damages exceeds $850,000, then Parent shall, subject to the other limitations set forth in this Agreement, be entitled to be indemnified only against the portion of such Damages in excess of $850,000. (c) Parent acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties, products, prospects, employees and projected operations of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent is relying and has relied only on the results of its own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article 3. Parent acknowledges that, except as expressly provided in Article 3, Parent is not true relying and correct as of has not relied on any representations or warranties whatsoever regarding the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency subject matter of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value express or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the implied. The representations and warranties made of the Company set forth in Article 3 constitute the sole and exclusive representations and warranties to Parent in connection with the transactions contemplated by this Agreement, and Parent understands, acknowledges and agrees that all other representations and warranties of any kind or nature, express or implied (including any representations or warranties relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or the quality, quantity or condition of the assets of the Company) are specifically disclaimed by the Owner Trustee Company. Parent acknowledges and agrees that no current or former shareholder, director, officer, employee, Affiliate or advisor of the Company has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (d) Nothing in this Article 8, including the limitations set forth in Section 6.6); (iv) 8.3, Section 8.4 and Section 8.5, prevents Parent or Surviving Corporation from bringing a common law action for fraud against any Person whose own fraud has caused Parent or Surviving Corporation to incur Damages or limit the Owner Trustee will not Damages recoverable by Parent or Surviving Corporation in such common law action, provided that neither Parent nor Surviving Corporation shall be liable entitled to recover Damages more than once for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancessame indemnifiable matter.

Limitations on Liability. (a) The Owner Trustee will Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Document Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent or (b) the verbal instructions of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent, and no party shall have any right of action whatsoever against the Document Custodian as a result of the Document Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Agent. (b) The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Document Custodian shall not be liable under for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the Transaction Documents, including for the following actions, except (a) for case of its own willful misconduct, bad faith or negligence grossly negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (d) The Document Custodian makes no warranty or representation and shall have no responsibility (except for errors as expressly set forth in judgmentthis Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or (b) if a representation or warranty in Section 6.6 is not true and correct as transferability of the Closing Date:Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Document Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (ie) The duties, obligations and responsibilities of the Owner Trustee will Document Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, Document Custodian. Any permissive right of the Document Custodian to take any action hereunder shall not be construed as a duty. (f) The Document Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Document Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Document Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Agent, as applicable. The Document Custodian shall in all events have no liability, risk or cost for any action taken or not taken by it pursuant to and in compliance with the instruction of the (Ax) according prior to the instructions occurrence of the Noteholders an Event of Default or a majority Servicer Event of the Note Balance of the Controlling ClassDefault, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (By) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documentsat all times, the Notes or related documents, (E) Agent. In no event shall the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not Custodian be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, indirect, punitive, indirect incidental or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Document Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesDocument Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual InterestCertificateholders, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest or Make-Whole Payments on the Notes or amounts distributable to the holder of the Residual InterestCertificateholders; (iii) the Owner Trustee will not be liable for and makes no representations as to (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes Documents or related documents, (E) the legality, validity and enforceability of a Receivablethe Certificates or the Notes, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not have any responsibility or liability for or with respect to (A) the legality, validity and enforceability of any Receivable, (B) the existence and ownership of any Receivable, (C) the existence and contents of any device payment plan agreement or any computer or other record thereof, (D) the completeness of any device payment plan agreement or (E) the performance or enforcement of any device payment plan agreement; (v) the Owner Trustee will not have any responsibility or liability for or with respect to the compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; (vi) the Owner Trustee will not be liable for the default or misconduct of or acts or omissions of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or any Certificateholder, the Indenture Trustee or the Asset Representations Reviewer under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Issuer, the Servicer, the Indenture Trustee, the Administrator, the Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach; (vvii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of the Notes, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes, or (D) the use or application of any funds paid to the Servicer in accordance with the Transfer and Servicing Agreement. (viii) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (viix) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as In consideration of the Closing Datebenefits accruing to Tenant under this Lease, Txxxxx and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach, of default under this Lease by Landlord or otherwise relating to Txxxxx’s tenancy under this Lease, the following limitations will apply: (i) the Owner Trustee Tenant’s sole and exclusive remedy against Landlord will not be liable for any action taken or not taken by it (A) according to the instructions against Lxxxxxxx’s interest in that portion of the Noteholders of a majority of the Note Balance of the Controlling ClassBuilding owned by Landlord, the Indenture Trusteeand Tenant shall in no event be entitled to recover consequential, the Depositorindirect, the holder of the Residual Interestspecial, the Administrator exemplary, or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligencepunitive damages; (ii) the Owner Trustee will The obligations of Landlord under this Lease do not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder constitute personal obligations of the Residual Interestindividual partners, directors, officers, agents, or shareholders of Landlord, and Tenant may not seek recourse against the individual partners, directors, officers, agents, or shareholders of Landlord or any of their personal assets for satisfaction of any liability in respect to this Lease; (iii) the Owner Trustee will not be liable for (A) the validity These covenants and agreements are enforceable both by Landlord and also by any officer, director, shareholder, agent, or sufficiency partner of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6);Landlord. (iv) the Owner Trustee will not be liable for the default If Landlord sells or misconduct transfers any portion of the ServicerPremises, Landlord, on consummation of the sale or transfer, will be released from any liability thereafter accruing under this Lease. If a Security Deposit or Prepaid Rent has been paid by Tenant, Landlord shall transfer the Security Deposit and/or Prepaid Rent to Landlord’s successor-in-interest and on such transfer Landlord will be discharged from any further liability arising from the Security Deposit or Prepaid Rent. (b) Similarly, in consideration of the benefits accruing to Landlord under this Lease, Landlord and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach, of default under this Lease by Tenant or otherwise relating to Tenant’s tenancy under this Lease, the Administrator, the Depositor, the holder obligations of Tenant under this Lease do not constitute personal obligations of the Residual Interest individual partners, directors, officers, agents, or shareholders of Tenant, and Landlord may not seek recourse against the Indenture Trustee under the Transaction Documents individual partners, directors, officers, agents, or shareholders of Tenant or any of their personal assets for satisfaction of any action taken by the Indenture Trustee, the Administrator or the Servicer liability in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under respect to this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesLease.

Limitations on Liability. The Owner Trustee will not be liable under Neither this Agreement, the Transaction DocumentsAssignment, including for nor anything to the following actionscontrary in the Lease shall, except prior to the date (a“Succession Date”) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 which is not true and correct as of the Closing Date: earlier to occur of: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according date that Mortgagee first takes title to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassProperty, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder date that Mortgagee first takes possession of the Residual Interest; (iii) Property, operate to give rise to or create any responsibility or liability for the Owner Trustee will not be liable for (A) the validity control, care, management or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity repair of the Trust PropertyProperty upon Agent, (D) or impose responsibility for the validity or sufficiency carrying out by Agent of any of the other Transaction Documentscovenants, the Notes or related documents, (E) the legality, validity terms and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency conditions of the Trust Property Lease, or the ability of the Trust Property to generate the amounts necessary constitute Agent a “mortgagee in possession,” nor shall said instrument operate to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be Agent responsible or liable for specialany waste committed on the Property by any person whatsoever, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised for any dangerous or defective condition of the likelihood Property, or for any negligence in the management, upkeep, repair or control of the loss Property resulting in loss, injury or damage death to any tenant, licensee, invoice, guest, employee, agent or stranger unless Agent becomes Landlord. In the event Agent becomes substitute landlord, Agent may assign its interest as substitute landlord without notice to, the consent of or the assumption of any liability to any other party hereto, so long as Landlord’s obligations under the Lease and regardless of the form of action; or (vi) the Owner Trustee will not this Agreement, are fully assumed by said Assignee, who shall be deemed by Agent to be a commercially reasonable Assignee, provided however that Agent as successor Landlord shall be responsible or liable for a failure or delay in the performance of its continuing obligations under this Agreement from of Landlord existing after such acquisition. Anything herein or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry Lease to resume performance as soon as practicable the contrary notwithstanding, in the event that Agent shall acquire title to the leased premises, Agent shall have no obligation, nor incur any liability beyond the then-existing interest, if any, of Agent in the Complex and Tenant shall look exclusively to such interest of Agent in the Complex for the payment and discharge of any obligations imposed upon Agent hereunder or under the circumstancesLease, and Agent is hereby released and relieved of any other liability hereunder and under the Lease. As regards Agent, Tenant shall look solely to the estate or interest owned by Agent in the Complex and Tenant will not collect or attempt to collect any judgment out of any other assets of Agent. By executing this Agreement, Landlord specifically acknowledges and agrees that nothing contained in this Section shall impair, limit, affect, lessen, abrogate or otherwise modify the obligations of Landlord to Tenant under the Lease. Agent’s interest (as such term is used herein) in the leased premises shall include Agent’s equity in the Complex, rents, protests and issues from the leased premises and proceeds from casualty or condemnation affecting the Complex.

Limitations on Liability. The Owner Trustee will may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, other professionals, agents, receivers or employees, and shall be entitled to and may conclusively rely upon advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for the conduct of any such attorney, agent, receiver or employee if appointed by the Trustee with reasonable care, and the advice of any such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon, and may in all cases pay such reasonable compensation to such attorneys, agents, receivers or employees as may be reasonably employed in connection with the trusts hereof. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, except only for its own negligence or willful misconduct. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Bonds Outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Transaction Documents, including for the following actions, except (a) for Trustee to expend or risk its own willful misconductfunds or otherwise incur any financial liability in the performance of any of its duties hereunder, bad faith or negligence (except for errors in judgment) the exercise of any of its rights or (b) if a representation powers. The Trustee shall not be required to give any bond or warranty surety in Section 6.6 is not true respect to the execution of its trusts and correct as powers hereunder. The permissive rights of the Closing Date: Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein. The Trustee shall not be liable for any error of judgment made in good faith by an officer, director or employee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless there shall have been provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (iunless other evidence be herein specifically prescribed) may, in the Owner absence of willful misconduct on its part, conclusively rely upon an Officers’ Certificate. The Trustee will may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or Favorable Opinion of Bond Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee shall not be liable for any action taken taken, suffered, or not omitted to be taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which and reasonably believed by it believes to be authorized or within its the discretion or rights and or powers under conferred upon it by this Agreement so long as Indenture. In no event shall the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including lost including, but not limited to, loss of profit), even if ) irrespective of whether the Owner Trustee has been advised of the likelihood of the such loss or damage and regardless of the form of action; or . The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In situations where a Favorable Opinion of Bond Counsel or an opinion of Bond Counsel is required or requested to be delivered under this Indenture, the Loan Agreement or the Tax Agreement after the date of delivery of the Bonds, the Trustee shall accept (viunless otherwise directed by the Company) the Owner Trustee an opinion in such form and with such disclosures as may be required so that such opinion will not be responsible treated as a “covered opinion” for purposes of the United States Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10. Whether or liable not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Article IX and shall extend to the Registrar and employees and agents of the Trustee and the Registrar. The Trustee shall have no liability or responsibility for a failure the action or delay in inaction of the performance Registrar (that is not the Trustee), the Authority or the Company. The provisions of its obligations under this Agreement from Section 9.03 shall survive the termination of this Indenture and the replacement or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts resignation of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceshereunder.

Limitations on Liability. (a) The Owner Trustee will Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable under for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the Transaction Documents, including for the following actions, except (a) for case of -130- its own willful misconduct, bad faith or negligence grossly negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (except for errors in judgmenta) or and (b) if a of Section 18.7 shall constitute gross negligence. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or warranty in Section 6.6 is not true and correct as transferability of the Closing Date:Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (ie) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Owner Trustee will Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action taken (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not taken by it (A) according guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Administrative Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee (a) Except for claims for indemnification described under Section 2.6(c), an Indemnified Party will not be liable entitled to any claim for indemnification under this Agreement unless and until the Transaction Documentsaggregate amount of all Losses claimed under this Agreement is equal to or greater than $750,000; it being understood, including however, that after the aggregate Losses so claimed exceed $750,000, a claim for indemnification can be made for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or entire amount of such Losses. (b) if a representation or warranty Except as provided in Section 6.6 is not true Sections 2.6(c) and correct as of the Closing Date2.7 below: (i) at no time shall the Owner Trustee will not aggregate liability of a Company Securityholder in connection with or arising out of any and all matters for which the Purchaser Indemnified Parties are entitled to be liable for any action taken indemnified pursuant to this Section 2, or not taken by it (A) according to otherwise in connection with this Agreement, the instructions Arrangement Agreement or the transactions or other agreements contemplated in the Arrangement Agreement, exceed such Company Securityholder's pro rata portion of the Noteholders of a majority of amount then remaining in the Note Balance of Escrow Fund in accordance with the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) percentage allocations as set forth in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;Schedule "H"; and (ii) the Owner Trustee will not be liable Purchaser Indemnified Parties' sole and exclusive recourse for indebtedness evidenced by or created under the Transaction Documents, including the principal purposes of and interest on the Notes or amounts distributable to the holder satisfying any indemnification obligations of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of Company Securityholders under this Agreement, (B) the due execution of this Arrangement Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) transactions or other agreements contemplated in the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments Arrangement Agreement shall be to the Noteholders under the Indenture or distributions Escrow Fund. (c) With respect to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than any claim for indemnification hereunder relating to the representations and warranties made of the Company set out in Sections 3.2(c) (Authority and Enforceability), 3.4 (Capitalization and Ownership) or 3.15 (Tax Matters) of the Arrangement Agreement, or that is based on the fraud, intentional misrepresentation or wilful misconduct of the Company or any of its officers, directors or employees, the indemnification obligations of the Company Securityholders hereunder shall be on a several, and not joint and several, basis, and the maximum liability of an individual Company Securityholder shall not exceed the Company Securityholder's pro rata portion of the Purchase Price received by such Company Securityholder (including, for greater certainty, amounts deemed paid by that Company Securityholder pursuant to this Section 2 from any portion of the Owner Trustee in Section 6.6Escrow Fund);. (ivd) the Owner Trustee Notwithstanding anything else in this Agreement, an Indemnified Party will not be liable entitled to any claim for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations indemnification under this Agreement from for any special, indirect, consequential, punitive or caused by, directly or indirectly, forces beyond its controlaggravated damages, including strikes, work stoppages, acts damages for loss of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesprofit.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual InterestCertificateholders, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest or Make-Whole Payments on the Notes or amounts distributable to the holder of the Residual InterestCertificateholders; (iii) the Owner Trustee will not be liable for and makes no representations as to (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes Documents or related documents, (E) the legality, validity and enforceability of a Receivablethe Certificates or the Notes, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not have any responsibility or liability for or with respect to (A) the legality, validity and enforceability of any Receivable, (B) the existence and ownership of any Receivable, (C) the existence and contents of any device payment plan agreement or any computer or other record thereof, (D) the completeness of any device payment plan agreement or (E) the performance or enforcement of any device payment plan agreement; (v) the Owner Trustee will not have any responsibility or liability for or with respect to the compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; (vi) the Owner Trustee will not be liable for the default or misconduct of or acts or omissions of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or any Certificateholder, the Indenture Trustee or the Asset Representations Reviewer under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Issuer, the Servicer, the Indenture Trustee, the Administrator, the Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach; (vvii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of the Notes, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes, or (D) the use or application of any funds paid to the Servicer in accordance with the Transfer and Servicing Agreement; (viii) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (viix) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its own willful misconduct, bad faith or negligence face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Facility Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will not advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any action error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of its duties and in the case of the negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral Custodian shall not taken by be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. The duties, obligations and responsibilities of the Controlling ClassCollateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Indenture TrusteeCollateral Custodian. Any permissive right of the Collateral Custodian to take any action hereunder shall not be construed as a duty. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the DepositorCollateral Custodian may, prior to the holder occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) Beyond the Owner Trustee will safekeeping of the Collateral Obligation Files in accordance with Article XVIII, the Collateral Custodian shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Custodian shall not be liable or responsible for any misconduct, negligence or liable for a failure loss or delay diminution in the performance value of its obligations under this Agreement from any of the Collateral, by reason of the act or caused byomission of any carrier, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes forwarding agency or other natural catastrophes agent, attorney or bailee selected by the Collateral Custodian in good faith and interruptionswith due care hereunder. (j) Each of the protections, loss or failures of mechanicalreliances, electronic or communication systems, pandemics or epidemics; indemnities and immunities offered to the Owner Trustee will use reasonable efforts consistent with accepted practices Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Administrative Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Administrative Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its bad faith, willful misconduct or gross negligence in the performance or omission of its duties, including its duties in taking and retaining custody of the Collateral Asset Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders of a majority of the Note Balance of the Controlling ClassCollateral, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of required to and interest on the Notes or amounts distributable will not make any representations as to the holder validity or value of any of the Residual Interest;Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (iiie) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Owner Trustee will Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (Awhether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the validity like that delay, restrict or sufficiency prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, ; provided that the Collateral Custodian shall use commercially reasonable efforts consistent with standards in the banking industry to maintain or resume performance as soon as reasonably practicable under the circumstances. (Bg) It is expressly agreed and acknowledged that the due execution Collateral Custodian is not guaranteeing performance of this Agreement by or assuming any liability for the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency obligations of the other Transaction Documentsparties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Notes Collateral Custodian may, prior to the occurrence of the Maturity Date or related documentsabsent the continuance of an Event of Default, (E) request instructions from the legalityCollateral Manager and may, validity after the occurrence of the Maturity Date or during the continuance of an Event of Default, request instructions from the Administrative Agent, and enforceability of a Receivable, (F) shall be entitled at all times to refrain from taking any action unless it has received instructions from the perfection and priority of a security interest created by a Receivable in a Financed Vehicle Collateral Manager or the maintenance of any perfection and priorityAdministrative Agent, (G) the sufficiency of the Trust Property as applicable. The Collateral Custodian shall in all events have no liability, risk or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) In the Owner Trustee will absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document or electronic communication furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document, certificate, opinion or other document or electronic communication which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. The Collateral Custodian shall not be responsible or liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action, except to the extent that such inaccuracies or errors are caused by the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (j) Without limiting the generality of any terms of this Section 13.11, the Collateral Custodian shall have no liability for any failure, inability or unwillingness on the part of the Collateral Manager, the Administrative Agent, the Borrower or any other Person to provide accurate and complete information on a failure timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy, delay or error in the performance or observance on the Collateral Custodian’s part of any of its obligations under this Agreement duties hereunder that is caused by or results from any such inaccurate, incomplete or caused byuntimely information received by it, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptionsfailure on the part of any such other party to comply with the terms hereof, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices except in the banking industry case of the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (k) The Collateral Custodian shall not be bound to resume make any investigation into the facts or matters stated in any certificate, report or other document or electronic communication; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Collateral Manager and the Administrative Agent that application and performance by the Collateral Custodian of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Collateral Manager, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Asset, and the Collateral Custodian shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as soon as practicable it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Custodian to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time. (l) The Collateral Custodian may exercise any of its rights or powers hereunder (or under any other Loan Document) or perform any of its duties hereunder either directly or, by or through agents or attorneys, and the circumstancesCollateral Custodian shall not be liable for any actions or omissions on the part of any non-Affiliated agent or attorney appointed hereunder with due care by it. Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager, Borrower or any other Person, except by reason of acts or omissions by the Collateral Custodian constituting bad faith, willful misconduct or gross negligence.

Limitations on Liability. It is understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct, and be under no obligation to take any steps or actions to assure that any funds are actually received by the Escrow Agent. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of it duties under this Agreement, and it shall be under no obligation to make any payment before all times for returns have expired and except out of the funds received, after deduction of its fees and expenses. The Owner Trustee will Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the provisions herein. The Escrow Agent shall not be required to take or be bound by notice of default of any person, or to take any action with respect to such default involving any expense or liability, unless written notice of such default is given to the Escrow Agent by the undersigned or any of them, and unless the Escrow Agent is indemnified in a manner satisfactory to it against such expense or liability. The Escrow Agent shall not be liable under to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Transaction DocumentsEscrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, including for paper, telex or other document furnished or caused to be furnished to the following actionsEscrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except (a) for its own acts of gross negligence or willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will . The Escrow Agent shall not be liable for any action error or judgment or for any act done or step taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith or for any mistake of fact or law, except for acts of gross negligence or willful misconduct, or for anything which it believes may do or refrain from doing in connection herewith, and the Escrow Agent shall have no duties to be authorized anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or within its rights and powers under questions as to the interpretation or construction of this Agreement or the Escrow Agent's duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any money involved herein or effected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claims or demands, so long as such disagreement shall continue, and in so doing the action taken Escrow Agent shall not be or not taken does not amount become liable for damages or interest to negligence; the undersigned or any of them, or to any person named in this Agreement, for its refusal to comply with such conflicting or adverse demands; and the Escrow Agent shall be entitled to continue so to refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court having jurisdiction over the parties and the money involved herein and affected hereby or by arbitration; or (ii) all differences have been resolved by agreement and the Owner Trustee will not be liable for indebtedness evidenced Escrow Agent has been notified thereof in writing by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder all of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancespersons interested.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as Each of the Closing Date: (i) Company and Optionee agrees that, from and after the Owner Trustee will date hereof, except with respect to remedies that cannot be liable for waived as a matter of law (including fraud) and injunctive and provisional relief (including specific performance), this Article VI shall be the exclusive remedy with respect to any action taken or not taken by it (A) according to the instructions breaches of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties set forth in this Agreement. No current or former stockholder, director, officer, employee, agent, consultant, Affiliate or advisor of the Company shall have any Liability of any nature to an Optionee Indemnitee with respect to any breach of any representation, warranty, covenant or agreement contained in, or any other claims based upon, arising out of, or otherwise in respect of, this Agreement. No current or former stockholder, director, officer, employee, agent, consultant, Affiliate or advisor of Optionee shall have any Liability of any nature to any Company Indemnitee with respect to any breach of any representation, warranty, covenant or agreement contained in, or any other claims based upon, arising out of, or otherwise in respect of, this Agreement. (b) Without limiting the effect of any other limitation contained in this Article VI, the indemnification provided for in Section 6.2 shall not apply except to the extent that the aggregate Damages against which an Optionee Indemnitee would otherwise be entitled to be indemnified under this Article VI exceeds **** percent of the Indemnity Cap (the “Basket”), in which event the Optionee Indemnitee shall, subject to the other limitations contained herein, be entitled to be indemnified only against the portion of such Damages in excess of the Basket; provided, however, the Basket shall not apply to any claims related to a breach of any Fundamental Representation. (c) For purposes of computing the amount of any Damages incurred by an Optionee Indemnitee under this Article VI, there shall be deducted an amount equal to the amount of any insurance proceeds actually received or reasonably expected to be received by the Optionee Indemnitee or any of its Affiliates in connection with such Damages or any of the circumstances giving rise thereto (it being understood that the Optionee Indemnitee and any of its Affiliates shall use commercially reasonable efforts to obtain such proceeds). (d) Nothing in this Section 6.3 shall limit, and neither the Indemnity Cap nor the Basket shall apply to, any remedy Optionee or the Company may have against any Person for actual fraud involving a knowing and intentional misrepresentation of a fact material to the transactions contemplated by this Agreement made with the intent of inducing any other party hereto to enter into this Agreement and upon which such other party has relied (as opposed to any fraud claim based on constructive knowledge, negligent misrepresentation or a similar theory) under applicable tort laws. (e) Optionee shall have the right, exercisable by delivery of written notice to the Company delivered on or prior to the Closing Date, to setoff against the Closing Payment Amount (as defined in the Merger Agreement) an amount equal to the aggregate amount of all Damages relating to claims for indemnification made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Serviceran Optionee Indemnitee pursuant to this [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, the AdministratorWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Limitations on Liability. The Owner Trustee (i) UAS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits. UAS will have no implied duties or obligations. Each Party shall mitigate damages for which the other party may become responsible hereunder. (ii) UAS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from the Fund, and shall be without liability for any loss or damage suffered by the Fund or any of the Fund’s customers as a result of UAS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, UAS shall not be liable under and shall be indemnified by the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable Trust for any action taken or not taken omitted by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which in reliance on any instruction believed by it believes in good faith to be have been authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;by an authorized person. (iiiii) UAS shall have no responsibility and shall be without liability for any loss or damage caused by the Owner Trustee will failure of the Trust to provide UAS with any information requested by UAS. (iv) UAS is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. Ultimus Asset Services, LLC February 12,2016 American Pension Investors Trust- 5 (v) UAS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers. Further, UAS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in a prospectus or statement of additional information of the Trust other than those misstatements or omissions in the prospectus or statement of additional information directly caused by UAS. (vi) UAS shall not be liable for indebtedness evidenced ensuring compliance by the Fund with any legislation or created under the Transaction Documents, including the principal regulations or exemptions from legislation or regulations of and interest on the Notes or amounts distributable any jurisdiction applicable to the holder Fund except as specifically provided in this Agreement. (vii) The Trust acknowledges that UAS does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of the Residual Interest;Fund’s assets, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and UAS shall have no responsibility and shall be without liability for any loss or damage arising with respect to valuation or verification of assets. (iiiviii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee UAS will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by UAS. (ix) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UAS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. UAS DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of UAS to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action; or (vi) action or legal theory, shall not exceed the Owner Trustee will not be responsible or liable for a failure or delay in the performance total amount of its obligations compensation paid to UAS under this Agreement from during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided that if such date is during the first twelve (12) months of this Agreement, then UAS’s cumulative liability shall not exceed the total amount of compensation paid or caused bypayable by the Trust to UAS under this Agreement during the first twelve (12) months of this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, directly fraud or indirectlynegligence of UAS. Ultimus Asset Services, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.LLC February 12,2016 American Pension Investors Trust- 6