Performance by the Indenture Trustee. Upon the occurrence and during the continuation of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, including making protective advances on behalf of any Asset Entities, or, at the written request of the Servicer, causing the obligations of the Obligors to be satisfied with the proceeds of any Reserves in accordance with Section 3.05. The Issuer shall, at the request of the Indenture Trustee or Servicer, promptly reimburse any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon, from the date of such expenditure or disbursement, until paid. Any amounts advanced or expended by the Indenture Trustee or Servicer in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.
