Common use of Responsibilities of Servicer Clause in Contracts

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) the Servicer shall perform its obligations hereunder, and the exercise by the Issuer or its designee of its rights hereunder shall not relieve the Servicer from such obligations; (b) the Servicer shall not have any obligation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, with respect to any of the Issuer’s rights and obligations under the TRC LLC Agreement or any related agreements, nor shall the Servicer be obligated to perform any of the obligations of any of them thereunder; (c) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising under the Transaction Documents.

Responsibilities of Servicer. Anything herein to (a) The Servicer, for the contrary notwithstandingbenefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary practices, (b) The Servicer shall conduct any Contract management, servicing, administration, collection or enforcement actions in the following manner: (ai) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and vacation credits that are similar to the Contracts, Receivables and the Credits, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Credits, to collect any Guaranty Amounts, and to enforce the Issuer's rights in or under the Sale Agreement and the Receivables Purchase Agreement. The Servicer shall continue its customary practice of applying payments on Defaulted Contracts and Delinquent Contracts first to delinquent interest, then to interest and then to principal. All Recoveries or Residual Proceeds in respect of any such Receivable and the related Credits received by the Servicer or the Subservicer shall perform be deposited in the Clearing Account pursuant to Section 3.03(a); (ii) The Servicer may sue xx enforce or collect upon Contracts as agent for the Trustee. If the Servicer elects to commence a legal proceeding to enforce a Contract, the act of commencement shall be deemed to be an automatic assignment of the Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Contract, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Contract, including bringing suit in its obligations hereundername or the name of the Issuer or the names of the Noteholders, and the exercise Trustee shall be indemnified by the Issuer or its designee of its rights hereunder shall not relieve the Servicer from for any such obligationsaction taken; (biii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Contract in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer may not accept Substitute Contracts that do not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Receivables Purchase Agreement, Sections 3.03 and 3.04 of the Sale Agreement and Section 4.03 of the Indenture; (v) The Servicer may waive, modify or vary any terms of any Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that except as otherwise expressly permitted with respect to an Upgrade, (A) the Servicer shall not have forgive any obligation payment, and (B) the Servicer shall not permit any modification, waivers, variation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, postponements with respect to any Contract that would decrease the Scheduled Payment, defer the payment of any principal or interest or any (vi) Notwithstanding any provision to the Issuer’s rights and obligations under the TRC LLC Agreement or any related agreementscontrary contained in this Agreement, nor shall the Servicer be obligated or the Subservicer shall exercise any right under a Contract to perform any of accelerate the obligations of any of them thereunder; (c) unpaid Scheduled Payments, due or to become due thereunder in such a manner as to maximize the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed Contract and submitted by the appropriate Person respecting any matters arising under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Transferor hereby appoints the Servicer, for the benefit of MBIA and the Certificateholders, to act as Servicer of the Lease Assets and as such, the Servicer shall perform be responsible for, and shall, in accordance with its customary servicing procedures, pursue the managing, servicing, administering, enforcing and making of collections on the Lease Contracts, the Equipment, the Lease Receivables and any Insurance Policies, the enforcement of the Trustee's security interest in the Lease Contracts, Lease Receivables and Equipment conveyed pursuant to the Trust and Security Agreement, and the sale or the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Trust and Security Agreement and Lease Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Trustee, MBIA, the Rating Agencies and the Certificateholders with respect to payments under the Lease Contracts, making Servicer Advances, providing appropriate federal income tax information to the Trustee for use in providing information to the Certificateholders or MBIA, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities; provided that only with the prior written consent of MBIA shall the Servicer subcontract with another firm to act as subservicer with respect to the Servicer's obligations hereunder and then only so long as the Servicer remains fully responsible and accountable for performance of all obligations of the Servicer hereunder; provided further that the Servicer may subcontract out its remarketing obligations with respect to the Equipment without the consent of MBIA so long as the Servicer remains fully responsible and accountable for the performance of such obligations. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Certificateholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Lease Contracts and any files or documentation pertaining to the Lease Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Lease Contract. The Trustee shall, at the expense of the Servicer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the exercise by the Issuer or its designee of its rights hereunder Trustee shall not relieve be responsible for the Servicer from such obligations;Servicer's application thereof. (b) the The Servicer shall not have conduct any obligation Lease Contract management, servicing, administration, collection or liability to TRC LLC or Innoviva or any other Person other than enforcement actions in the Issuer andfollowing manner: (i) The Servicer, except as expressly provided agent for hereunderand on behalf of the Trustee, MBIA and the Certificateholders, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Contracts, Lease Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof, including without limitation, the Issuer’s taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Transferor's rights and obligations under the TRC LLC Agreement Lease Acquisition Agreement. All Recoveries, Insurance Proceeds or Residual Proceeds in respect of any such Lease Receivable and the related agreements, nor shall Equipment received by the Servicer shall be obligated remitted to perform any of the obligations of any of them thereunderTrustee for deposit in the Collection Account pursuant to Section 3.03 hereof; (cii) The Servicer may sue xx enforce or collect upon Lease Contracts as agent for the Trustee on behalf of the Certificateholders and MBIA. If the Servicer agrees elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be bound an automatic conveyance of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Trustee on behalf of the Certificateholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the names of the Certificateholders or MBIA, and the Trustee shall be indemnified by the provisions Servicer for any such action taken. Any Lease Contract temporarily released from the custody of the Sale and Contribution Agreement Trustee to the extent Servicer or its agents shall have stamped on it receives Confidential Information pursuant prior to this Servicing Agreement or its delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association as Trustee, and the Servicer shall promptly return all Lease Contracts when the need therefore no longer exists, provided that no more than 25 Lease Contracts shall be released to the Servicer at any other Transaction Documentone time; (diii) the The Servicer shall perform its obligations under this Servicing Agreement exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with its reasonable and prudent servicing procedures for servicing assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and Servicer's usual practice and, in any event event, consistent with such the standard of care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not described in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising under the Transaction Documents.Section 3.02

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of the Noteholders and the Indenture Trustee, shall be responsible for, and shall, in accordance with its customary servicing procedure, pursue the managing, servicing, administering, enforcing and making of collections on the Lease Contracts, the Equipment and any Insurance Policies, the enforcement of the Trust's security interest in the Lease contracts, Lease Receivables and Equipment granted pursuant to the Indenture, and the sale or the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture and Contribution Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Bond Insurer, the Rating Agencies and the Noteholders with respect to payments, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or the Bond Insurer, collecting and remitting sales and property taxes to taxing authorities, and using its best efforts to maintain the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense), acting alone or through a subservicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of a subservicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Lease Contracts and the Lease Files. The Servicer, acting alone or through a subservicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, neither the Servicer, nor any subservicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Lease Contract. The Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, any subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer shall perform or subservicer to carry out its obligations servicing and administrative duties hereunder, and the exercise by the Issuer or its designee of its rights hereunder shall not relieve the Servicer from such obligations; (b) the Servicer shall not have any obligation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, with respect to any of the Issuer’s rights and obligations under the TRC LLC Agreement or any related agreements, nor shall the Servicer be obligated to perform any of the obligations of any of them thereunder; (c) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer Indenture Trustee shall not be obligated to use separate servicing procedures, offices, employees responsible for the Servicer's or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising under the Transaction Documents.subservicer's application thereof. Notwithstanding the

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Issuer hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer and the Noteholders, to act as Servicer of the Contract Assets and, as such, the Servicer shall perform be responsible for, and shall, in accordance with its obligations customary servicing procedures and Section 3.02 hereof, manage, service, administer, enforce and make collections on the Contracts, the Equipment, the Receivables and any Insurance Policies, defend the Indenture Trustee's security interest in the Contracts, Receivables and Equipment and other Collateral Granted pursuant to the Indenture against adverse claims, and sell or re-lease the Equipment upon the expiration or other termination of the related Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture and Contract Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note Insurer, the Rating Agencies and the Noteholders with respect to the Receivables, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or the Note Insurer, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Contracts and any files or documentation pertaining to the Contract Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the exercise by Issuer and the Issuer or its designee of its rights hereunder Indenture Trustee shall not relieve be responsible for the Servicer from such obligations;Servicer's application thereof. (b) the The Servicer shall not have conduct any obligation Contract management, servicing, administration, collection or liability to TRC LLC or Innoviva or any other Person other than enforcement actions in the Issuer and, except as expressly provided for hereunder, with following manner: (i) With respect to any Defaulted Contract, the Servicer, as agent for and on behalf of the Issuer’s , the Indenture Trustee, the Note Insurer and the Noteholders, shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and equipment that are similar to the Contracts, Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereon, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Issuer's rights and obligations under the TRC LLC Agreement or any related agreementsContract Acquisition Agreement. All Recoveries, nor shall the Servicer be obligated to perform any of the obligations Insurance Proceeds, Servicing Charges and other amounts, etc. in respect of any of them thereunder; (c) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising under the Transaction Documents.such

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary practices, pursue the managing, servicing, administering, enforcing and making of collections on the Contracts, the Vacation Credits, the enforcement of the Trustee's security interest in the Receivables and the Vacation Credits granted pursuant to the Indenture, and, if applicable, the resale of the Vacation Credits, each in accordance with applicable law and the standards and procedures set forth in this Agreement and any related provisions of the Indenture and the Receivables Purchase Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Trustee, the Noteholders and the Rating Agencies with respect to payments and using its best efforts to maintain the perfected security interest of the Trustee in the Trust Estate (except with respect to the Vacation Credits). Subject to the terms and conditions of this Agreement, the Servicer (at its expense), acting alone or through a subservicer, shall perform have full power and authority, acting at its obligations sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such resale of the Vacation Credits that it may deem necessary or desirable and in the best interests of the Noteholders, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name, shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Contracts, the Collateral Agent Files and the Contract Files. Subject to the terms and conditions of this Agreement, the Servicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer, shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Contract. The Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out their servicing and administrative duties hereunder, and the exercise Trustee shall not be responsible for the Servicer's application thereof. Notwithstanding any delegation of its responsibilities hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder. (b) The Servicer shall conduct any Contract management, servicing, administration, collection or enforcement actions in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and vacation credits that are similar to the Contracts, Receivables and the Vacation Credits, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Vacation Credits and to enforce the Issuer's rights in or under the Receivables Purchase Agreement. The Servicer shall continue its customary practice of applying payments on Defaulted Contracts and Delinquent Contracts first to delinquent interest, then to interest and then to principal. All Recoveries or Residual Proceeds in respect of any such Receivable and the related Vacation Credits received by the Servicer shall be deposited in the Local Bank Account pursuant to Section 3.03(a); (ii) The Servicer may xxx to enforce or collect upon Contracts as agent for the Trustee. If the Servicer elects to commence a legal proceeding to enforce a Contract, the act of commencement shall be deemed to be an automatic assignment of the Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Contract, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Contract, including bringing suit in its name or the name of the Issuer or its designee the names of its rights hereunder the Noteholders, and the Trustee shall not relieve be indemnified by the Servicer from for any such obligationsaction taken; (biii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Contract in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer may not accept Substitute Contracts that do not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Receivables Purchase Agreement, Section 4.03 of the Indenture and the definition of Eligible Contract; (v) The Servicer may waive, modify or vary any terms of any Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that (A) the Servicer shall not have forgive any obligation payment, and (B) the Servicer shall not permit any modification, waivers, variation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, postponements with respect to any Contract that would decrease the Scheduled Payment, decrease the interest rate, defer the payment of any principal or interest or any Scheduled Payment, reduce the Collateral Value of such Contract (except in connection with actual payments attributable to such Collateral Value), or prevent the complete amortization of the Issuer’s rights and obligations under Collateral Value of such Contract from occurring by the TRC LLC Agreement or Calculation Date preceding the Stated Maturity with respect to such Notes. The Monthly Servicer's Report shall indicate any related agreements, nor shall the Servicer be obligated to perform any of the obligations modification of any of them thereunder;Scheduled Payment pursuant to Section 2.02(a)(ii) hereof; and (cvi) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement Notwithstanding any provision to the extent it receives Confidential Information pursuant to contrary contained in this Servicing Agreement or any other Transaction Document; (d) Agreement, the Servicer shall perform its obligations exercise any right under this Servicing Agreement a Contract to accelerate the unpaid Scheduled Payments, due or to become due thereunder in accordance with its reasonable and prudent servicing procedures for servicing assets comparable such a manner as to maximize the net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed Contract and submitted by the appropriate Person respecting any matters arising under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of MBIA and the Noteholders, shall be responsible for, and shall, in accordance with its customary servicing procedures, pursue the managing, servicing, administering, enforcing and making of collections on the Lease Contracts, the Equipment and any Insurance Policies, the enforcement of the Indenture Trustee's security interest in the Lease Contracts, Lease Receivables and Equipment granted pursuant to the Indenture, and the sale or the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in the Servicing Agreement and any related provisions of the Indenture and Lease Acquisition Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, MBIA, the Rating Agencies and the Noteholders with respect to payments, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or MBIA, collecting and remitting sales and property taxes to taxing authorities, and using its best efforts to maintain the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense), acting alone or through a subservicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of a subservicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Lease Contracts and any files or documentation pertaining to the Lease Assets. With the prior written consent of MBIA (which consent shall not be unreasonably withheld), the Servicer shall perform may subcontract with another firm to act as subservicer that is not acting as a subservicer on the Initial Delivery Date so long as the Servicer remains fully responsible and accountable for performance of all obligations of the Servicer. The Servicer, acting alone or through a subservicer, also may, in its obligations sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, neither the Servicer, nor any subservicer, shall, except pursuant to a fudicial order from a court of competent jurisdiction, or as otherwise expressly provided in the Servicing Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Lease Contract. The Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, any subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer or subservicer to carry out its servicing, and administrative duties hereunder, and the exercise Indenture Trustee shall net be responsible for the Servicer's or subservicer's application thereof. Notwithstanding the appointment by the Issuer or its designee Servicer of a subservicer hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder. 4 (b) The Servicer (or a subservicer) shall conduct any Lease Contract management, servicing, administration, collection or enforcement actions in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Contracts, Lease Receivables and the Equipment, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Issuer's rights hereunder shall not relieve under the Lease Acquisition Agreement. All Recoveries, Insurance Proceeds or Residual Proceeds in respect of any such Lease Receivable and the related Equipment received by the Servicer from such obligationsshall be remitted to the Indenture Trustee for deposit in the Collection Account pursuant to Section 3.03(a) hereof; (bii) The Servicer may sue to enforce or collect upon Lease Contracts as agent for the Issuer and the Indenture Trustee, on behalf of the Noteholders and MBIA. If the Servicer elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be an automatic assignment of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Indenture Trustee on behalf of the Noteholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Indenture Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the name of the Issuer, as beneficial owner of the Lease Contract, or the names of the Noteholders or MBIA, as third party beneficiaries thereunder, and the Indenture Trustee shall be indemnified by the Servicer for any such action taken; (iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with the Servicer's usual practice. In exercising recourse rights, the Servicer is authorized on the Indenture Trustee's behalf to reassign the Lease Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer may not allow substitutions of Substitute Lease Contracts that do not comply with Section 3.10 hereof, Sections 2.04, 3.03 and 3.04 of the Standard Lease Acquisition Terms and Section 4.04 of the Standard Indenture Terms; (v) The Servicer may waive, modify or vary any terms of any Lease Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders or MBIA; provided, however, that (A) the Servicer shall not have forgive any obligation or liability to TRC LLC or Innoviva or payment of rent, and (B) the Servicer shall not permit any other Person other than the Issuer and, except as expressly provided for hereunder, modification with respect to any Lease Contract that would decrease the Scheduled Payment, defer the payment of any principal or interest or any Scheduled Payment, reduce the Implicit Principal Balance (except in connection with actual payments attributable to such Implicit Principal Balance), or prevent the complete amortization of the Issuer’s rights and obligations under Implicit Principal Balance from occurring by the TRC LLC Agreement or any related agreements, nor shall Calculation Date preceding the Servicer be obligated to perform any Stated Maturity of the obligations related Notes. The Servicer shall provide the Back-up Servicer, MBIA and the Indenture Trustee with an Amended Lease Schedule to the related Series Lease Schedule reflecting any modification of any of them thereunderScheduled Payment; (cvi) The Servicer shall not consent to the termination of any Lease Contract in connection with loss of or damage to the related Equipment unless the Customer has paid an amount not less than the Purchase Price for such Lease Contract, or if less, the maximum amount legally collectible under the related Lease Contract: (vii) Upon termination of a Lease Contract after payment of the last Scheduled Payment due thereunder or in the event that the Servicer agrees or any subservicer in the enforcement of any Lease Contract otherwise (A) acquires title to be bound any item of Equipment with respect to which title was held by the provisions Customer or (B) reclaims possession of Equipment from the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) Customer, the Servicer shall perform use its obligations under this Servicing Agreement best efforts to sell or re-lease such item of Equipment promptly and consistent with the standard of care set forth in Section 3.02 hereof. Any Insurance Proceeds, Recoveries or Residual Proceeds related thereto shall be deposited in accordance with its reasonable and prudent servicing procedures for servicing assets comparable Section 3.03(a) hereof: and (viii) Notwithstanding any provision to the Issuer’s rights and obligations contrary contained in the Servicing Agreement, the Servicer or any subservicer shall exercise any right under a Lease Contract to accelerate the TRC LLC Agreement for its own account unpaid Scheduled Payments, due or for others and to become due thereunder in any event with such care a manner as a reasonably prudent servicer would use to service and administer maximize the Issuer’s rights and obligations under net proceeds available to the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; Trust Estate: provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising Lease Contract or under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary practices, pursue the managing, servicing, administering, enforcing and making of collections on the Contracts and the Related Security, the enforcement of the Trustee's security interest in the Receivables and the Related Security granted pursuant to the Indenture, and, if applicable, the resale of the Related Security, each in accordance with applicable law and the standards and procedures set forth in this Agreement and any related provisions of the Indenture and the Receivables Purchase Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Trustee, the Noteholders and the Rating Agencies with respect to payments and using its best efforts to maintain the perfected security interest of the Trustee in those items of the Trust Estate in which the Trustee has a perfected security interest. Subject to the terms and conditions of this Agreement, the Servicer (at its expense), acting alone or through a subservicer, shall perform have full power and authority, acting at its obligations sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such resale of the Related Security that it may deem necessary or desirable and in the best interests of the Noteholders, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name, shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Contracts, the Mortgage Notes, the Custodian Files and the Contract Files. Subject to the terms and conditions of this Agreement, the Servicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer, shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Contract. The Trustee shall, at the request and expense of the Servicer, furnish the Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out their servicing and administrative duties hereunder, and the exercise Trustee shall not be responsible for the Servicer's application thereof. Notwithstanding any delegation of its responsibilities hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder. (b) The Servicer shall conduct any management, servicing, administration, collection or enforcement actions with respect to the Collateral in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, mortgage loans, receivables, vacation credits and fractional interests that are similar to the Contracts, the Receivables, the Vacation Credits and Fractional Interests, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the Related Security and to enforce the Issuer's rights in or under the Receivables Purchase Agreement. The Servicer shall continue its customary practice of applying payments on Defaulted Contracts and Delinquent Contracts first to delinquent interest, then to interest and then to principal. All Recoveries or Residual Proceeds in respect of any such Receivable and the Related Security received by the Servicer shall be deposited in the Local Bank Account pursuant to Section 3.03(a); (ii) The Servicer may sxx to enforce or collect upon Contracts as agent for the Trustee. If the Servicer elects to commence a legal proceeding to enforce a Contract or Mortgage Loan, the act of commencement shall be deemed to be an automatic assignment of such Loan Document to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract or Mortgage Loan on the ground that it is not a real party in interest or a holder entitled to enforce such Loan Document, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce such Loan Document, including bringing suit in its name or the name of the Issuer or its designee the names of its rights hereunder the Noteholders, and the Trustee shall not relieve be indemnified by the Servicer from for any such obligationsaction taken; (biii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Loan Document in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Contract or Mortgage Loan, as applicable, to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer will not allow any substitution of a Substitute Contract that does not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Receivables Purchase Agreement, Section 4.03 of the Indenture and the definition of Eligible Contract; (v) The Servicer may waive, modify or vary any terms of any Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that (A) the Servicer shall not have forgive any obligation payment, and (B) the Servicer shall not permit any modification, waivers, variation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, postponements with respect to any Contract that would decrease the Scheduled Payment, decrease the interest rate, defer the payment of any principal or interest or any Scheduled Payment, reduce the Collateral Value of such Contract (except in connection with actual payments attributable to such Collateral Value), or prevent the complete amortization of the Issuer’s rights and obligations under Collateral Value of such Contract from occurring by the TRC LLC Agreement or Calculation Date preceding the Stated Maturity with respect to such Notes. The Monthly Servicer's Report shall indicate any related agreements, nor shall the Servicer be obligated to perform any of the obligations modification of any of them thereunder;Scheduled Payment pursuant to Section 2.02(a)(ii) hereof; and (cvi) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement Notwithstanding any provision to the extent it receives Confidential Information pursuant to contrary contained in this Servicing Agreement or any other Transaction Document; (d) Agreement, the Servicer shall perform its obligations exercise any right under this Servicing Agreement a Contract to accelerate the unpaid Scheduled Payments, due or to become due thereunder in accordance with its reasonable and prudent servicing procedures for servicing assets comparable such a manner as to maximize the net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed Contract and submitted by the appropriate Person respecting any matters arising under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Transferor hereby appoints the Servicer, for the benefit of MBIA and the Certificateholders, to act as Servicer of the Lease Assets and as such, the Servicer shall perform be responsible for, and shall, in accordance with its customary servicing procedures, pursue the managing, servicing, administering, enforcing and making of collections on the Lease Contracts, the Equipment, the Lease Receivables and any Insurance Policies, the enforcement of the Trustee's security interest in the Lease Contracts, Lease Receivables and Equipment conveyed pursuant to the Trust and Security Agreement, and the sale or the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Trust and Security Agreement and Lease Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Trustee, MBIA, the Rating Agencies and the Certificateholders with respect to payments under the Lease Contracts, making Servicer Advances, providing appropriate federal income tax information to the Trustee for use in providing information to the Certificateholders or MBIA, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities; provided that only with the prior written consent of MBIA shall the Servicer subcontract with another firm to act as subservicer with respect to the Servicer's obligations hereunder and then only so long as the Servicer remains fully responsible and accountable for performance of all obligations of the Servicer hereunder; provided further that the Servicer may subcontract out its remarketing obligations with respect to the Equipment without the consent of MBIA so long as the Servicer remains fully responsible and accountable for the performance of such obligations. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Certificateholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Lease Contracts and any files or documentation pertaining to the Lease Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Lease Contract. The Trustee shall, at the expense of the Servicer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the exercise by the Issuer or its designee of its rights hereunder Trustee shall not relieve be responsible for the Servicer from such obligations;Servicer's application thereof. (b) the The Servicer shall not have conduct any obligation Lease Contract management, servicing, administration, collection or liability to TRC LLC or Innoviva or any other Person other than enforcement actions in the Issuer andfollowing manner: (i) The Servicer, except as expressly provided agent for hereunderand on behalf of the Trustee, MBIA and the Certificateholders, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Contracts, Lease Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof, including without limitation, the Issuer’s taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Transferor's rights and obligations under the TRC LLC Agreement Lease Acquisition Agreement. All Recoveries, Insurance Proceeds or Residual Proceeds in respect of any such Lease Receivable and the related agreements, nor shall Equipment received by the Servicer shall be obligated remitted to perform any of the obligations of any of them thereunderTrustee for deposit in the Collection Account pursuant to Section 3.03 hereof; (cii) The Servicer may sxx to enforce or collect upon Lease Contracts as agent for the Trustee on behalf of the Certificateholders and MBIA. If the Servicer agrees elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be bound an automatic conveyance of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Trustee on behalf of the Certificateholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the names of the Certificateholders or MBIA, and the Trustee shall be indemnified by the provisions Servicer for any such action taken. Any Lease Contract temporarily released from the custody of the Sale and Contribution Agreement Trustee to the extent Servicer or its agents shall have stamped on it receives Confidential Information pursuant prior to this Servicing Agreement or its delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association as Trustee, and the Servicer shall promptly return all Lease Contracts when the need therefore no longer exists, provided that no more than 25 Lease Contracts shall be released to the Servicer at any other Transaction Documentone time; (diii) the The Servicer shall perform its obligations under this Servicing Agreement exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with its reasonable and prudent servicing procedures for servicing assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and Servicer's usual practice and, in any event event, consistent with such the standard of care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not described in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising under the Transaction Documents.Section 3.02

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of LFC VI, the Issuer and the Noteholders, shall be responsible for, and shall, in accordance with its customary servicing procedures, pursue the managing, servicing, administering, enforcing and making of collections on the Lease Assets, the enforcement of the Indenture Trustee's security interest in the Lease Assets granted pursuant to the Indenture, and the sale or the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the other Transaction Documents. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee and the Noteholders with respect to payments, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders, collecting and remitting sales and property taxes to taxing authorities, and using its best efforts to maintain the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense), acting alone or through a subservicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of a subservicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Lease Assets. The Servicer, acting alone or through a subservicer, also may, in its sole discretion, waive any late Servicing Charges or any other fees that may be collected in the ordinary course of servicing any Lease Asset. Notwithstanding the foregoing, neither the Servicer, nor any subservicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, in connection with a permitted repurchase under the Transaction Documents or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Lease Contract or Lease Receivable. The Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, any subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer shall perform or subservicer to carry out its obligations servicing and administrative duties hereunder, and the exercise Indenture Trustee shall not be responsible for the Servicer's or subservicer's application thereof. Notwithstanding the appointment by the Issuer or its designee Servicer of a subservicer hereunder, the Servicer shall remain liable for the full performance of its obligations hereunder. (b) The Servicer (and any subservicer) shall conduct its management, servicing, administration, collection or enforcement actions with respect to the Lease Assets in the following manner: (i) The Servicer, as agent for and on behalf of the Assignees, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Assets, and, in any event, consistent with the standard of care described in Section 3.02 hereof, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce LFC VI's and the Issuer's rights hereunder shall not relieve under the Lease Acquisition Agreement and the Receivables Purchase Agreement. All Insurance Proceeds, Guaranty Amounts and other Recoveries in respect of any such Defaulted Lease Contract and the related Lease Receivables and Equipment received by the Servicer from such obligationsshall be remitted to the Indenture Trustee for deposit in the Collection Account pursuant to Section 3.03(c) hereof; (bii) The Servicer may xxx to enforce or collect upon Lease Assets as agent for LFC VI, the Issuer and the Indenture Trustee. If the Servicer elects to commence a legal proceeding to enforce a Lease Asset, the act of commencement shall be deemed to be an automatic assignment of the Lease Asset to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Asset on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Asset, then the Indenture Trustee ,on behalf of the Noteholders (or LFC VI, as applicable) shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs them in writing to take to enforce the Lease Asset, including bringing suit in its name or the name of the Issuer, as beneficial owner of the Lease Receivable, LFC VI as beneficial owner of the Equipment, or the names of the Noteholders, as third party beneficiaries thereunder, and the Indenture Trustee shall be indemnified by the Servicer for any such action taken. Any Lease Contract temporarily released from the custody of the Indenture Trustee to the Servicer or its agents shall have stamped on it prior to its delivery a legend to the effect that the Lease Receivable is the property of the Issuer, the Lease Contract and the Equipment is the property of LFC VI and all of the foregoing have been pledged to Norwest Bank Minnesota, National Association as Indenture Trustee; (iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Lease Asset in accordance with the Servicer's usual practice and, in any event, consistent with the standard of care described in Section 3.02 hereof. In exercising recourse rights, the Servicer is authorized on the Indenture Trustee's behalf to reassign the Lease Asset to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer may not allow substitutions of Substitute Lease Receivables or Substitute Lease Contracts that do not comply with Section 3.09 hereof, Sections 3.03 and 3.04 of the Lease Acquisition Agreement, Sections 3.03 and 3.04 of the Receivables Purchase Agreement and Sections 4.04 and 4.05 of the Indenture, as applicable. If an Obligor requests a financing of an upgrade to any Equipment, the Servicer shall either (A) include such upgrade on an existing Lease Contract and treat the Scheduled Payments related thereto as an Additional Lease Contract for all purposes of the Transaction Documents, or (B) originate a separate lease contract for such Obligor; (v) The Servicer may waive, modify or vary any terms of any Lease Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that (A) the Servicer shall not have forgive any obligation or liability to TRC LLC or Innoviva or payment of -------- ------- rent, and (B) the Servicer shall not permit any other Person other than the Issuer and, except as expressly provided for hereunder, modification with respect to any Lease Contract that would decrease the Scheduled Payment, defer the payment of any principal or interest or any Scheduled Payment, reduce the Implicit Principal Balance (except in connection with actual payments attributable to such Implicit Principal Balance), or prevent the complete amortization of the Issuer’s rights and obligations under Implicit Principal Balance from occurring by the TRC LLC Agreement or any related agreements, nor shall Calculation Date preceding the Servicer be obligated to perform any Stated Maturity of the obligations Notes. The Servicer shall provide the Back-up Servicer and the Indenture Trustee with an Amended Lease Collateral Schedule to the related Lease Collateral Schedule reflecting any modification of any of them thereunderScheduled Payment; (cvi) Unless the Obligor has paid an amount not less than the IPB for such Lease Contract plus any related breakage costs payable by the Issuer, the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement shall not consent to the extent it receives Confidential Information pursuant termination of any Lease Contract in connection with loss of or damage to this Servicing Agreement the related Equipment or to the prepayment of any other Transaction DocumentLease Contract; (dvii) Upon termination of a Lease Contract after payment of the last Scheduled Payment due thereunder or in the event that the Servicer or any subservicer in the enforcement of any Lease Contract otherwise (A) acquires title to any item of Equipment with respect to which title was held by the Obligor or (B) reclaims possession of Equipment from the Obligor, the Servicer shall perform use its obligations under this Servicing Agreement best efforts to sell or re-lease such item of Equipment promptly and consistent with the standard of care set forth in Section 3.02 hereof. Any Insurance Proceeds, Recoveries or Residual Proceeds related thereto shall be deposited in accordance with its reasonable and prudent servicing procedures for servicing assets comparable Section 3.03(c) hereof; and (viii) Notwithstanding any provision to the Issuer’s rights and obligations contrary contained in this Agreement, the Servicer or any subservicer shall exercise any right under a Lease Contract to accelerate the TRC LLC Agreement for its own account unpaid Scheduled Payments, due or for others and to become due thereunder in any event with such care a manner as a reasonably prudent servicer would use to service and administer maximize the Issuer’s rights and obligations under net proceeds available to the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction DocumentsTrust Estate; provided, however, that the Servicer will -------- ------- not accelerate any Scheduled Payment unless permitted to do so by the terms of the Lease Contract or under applicable law. (c) The Servicer shall use its best efforts to verify that each computation of Aggregate Eligible IPB and such other related computations made for purposes of any Funding Notice and Monthly Servicing Report shall be made using only those Lease Contracts that, if funded on a prior Acquisition Date, continue to meet as of such date of determination the eligibility criteria set forth in Section 3.01(a) (other than (a)(vi)) and 3.01(b) of the Lease Acquisition Agreement; provided however, that the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement exclude from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and eligibility any member, director, officer, employee or agent Lease Contract solely as a result of the Servicer may rely in good faith on any document failure of any kind prima facie properly executed and submitted by such Lease Contract to meet, after the appropriate Person respecting any matters arising under close of the Transaction DocumentsAccumulation Period, a percentage concentration limit that was otherwise satisfied at the close of the Accumulation Period.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary servicing procedure, pursue the managing, servicing, administering, enforcing and making of collections on the Lease Contracts, the Lease Receivables, the Equipment and any Insurance Policies, the enforcement of the Trustee's security interest in the Lease Contracts, the Lease Receivables and Equipment granted pursuant to the Indenture, and, if applicable, the sale or the re-leasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with applicable law and the standards and procedures set forth in this Agreement and any related provisions of the Indenture and the Contribution Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Trustee and the Noteholders with respect to payments, making Servicer Advances and using its best efforts to maintain the perfected security interest of the Trustee in the Trust Estate. Subject to the terms and conditions of this Agreement, the Servicer (at its expense), acting alone or through a subservicer, shall perform have full power and authority, acting at its obligations sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such repossession and sale of the Equipment that it may deem necessary or desirable and in the best interests of the Noteholders, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of a subservicer, shall, and is hereby authorized and empowered by the Trustee in the Trustee's role as secured party, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Lease Contracts and the Lease Contract Files, in accordance with the Transaction Documents. Subject to the terms and conditions of this Agreement, the Servicer, acting alone or through a subservicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, neither the Servicer, nor any subservicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Lease Contract, except with respect to any Lease Contact which is entered into in order to re-lease Equipment relating to an expired Lease Contract, in which case the Servicer may terminate such re-lease lease contract if the Servicer enters into a new re-lease contract, receives the related Equipment back or receives a payment equal to the fair market value of such Equipment from the lessee. The Servicer shall remarket Equipment for which any Lease Contract has expired in a manner consistent with the standard of care set forth in Section 3.02. The Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, any subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer or subservicer to carry out its servicing and administrative duties hereunder, and the exercise Trustee shall not be responsible for the Servicer's or subservicer's application or use thereof. Notwithstanding the appointment by the Servicer of a subservicer hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder. (b) Notwithstanding any provision to the contrary herein, the Servicer (or a subservicer) shall conduct any Lease Contract management, servicing, administration, collection or enforcement actions in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Contracts, Lease Receivables and the Equipment, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Issuer's rights in or under the Contribution Agreement. All Recoveries or Residual Proceeds in respect of any such Lease Contract, Lease Receivable and the related Equipment received by the Servicer shall be remitted to the Trustee for deposit in the Collection Account pursuant to Section 3.03(a); (ii) The Servicer may xxx to enforce or collect upon Lease Contracts as agent for the Trustee. If the Servicer elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be an automatic assignment of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the name of the Issuer or its designee the names of its rights hereunder the Noteholders, and the Trustee shall not relieve be indemnified by the Servicer from for any such obligationsaction taken; (biii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to release the security interest of the Trustee in the Lease Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer may not accept Substitute Lease Contracts that do not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Contribution Agreement and Section 4.03 of the Indenture; (v) Without in any way limiting the generality of Section 3.01(b)(i), the Servicer may waive, modify or vary any terms of any Lease Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that (A) the Servicer shall not have forgive any obligation payment of rent, and (B) the Servicer shall not permit any modification, waivers, variation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, postponements with respect to any Lease Contract that would decrease the Scheduled Payment, defer the payment of any principal or interest or any Scheduled Payment, reduce the Aggregate Implicit Principal Balance relating to the Notes, or prevent the complete amortization of the Issuer’s rights and obligations under Aggregate Implicit Principal Balance relating to the TRC LLC Agreement or Notes from occurring by the Calculation Date preceding the Stated Maturity. The Monthly Servicer's Report shall indicate any related agreements, nor shall the Servicer be obligated to perform any of the obligations modification of any of them thereunderScheduled Payment; (cvi) The Servicer shall not consent to the termination of any Lease Contract in connection with loss of or damage to the related Equipment unless the Customer has paid an amount not less than an amount equal to the sum of (a) the Servicer agrees to be bound by the provisions present value of the Sale unpaid Scheduled Payments on such Lease Contract, (discounted at the rate set forth in such Lease Contract or consistent with the Servicer's past practice) and Contribution Agreement to (b) the extent it receives Confidential Information pursuant to this Servicing Agreement amount set forth in such Lease Contract as the purchase option price for such Equipment, or any other Transaction Documentif less, the maximum amount legally collectible under the related Lease Contract; (dvii) In the event that the Servicer or any subservicer in the enforcement of any Lease Contract or otherwise (A) acquires title to any item of Equipment with respect to which title was held by the Customer or (B) reclaims possession of Equipment from the Customer, the Servicer shall perform use its obligations under this Servicing Agreement best efforts to sell or re-lease such item of Equipment promptly and consistent with the standard of care set forth in Section 3.02 hereof. Any Recoveries or Residual Proceeds related thereto shall be deposited in accordance with its reasonable and prudent servicing procedures for servicing assets comparable Section 3.03(a) hereof; and (viii) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer or any subservicer shall exercise any right under a Lease Contract to accelerate the unpaid Scheduled Payments, due or to become due thereunder in such a manner as to maximize the net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising Lease Contract or under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary practices, pursue the managing, servicing, administering, enforcing and making of collections on the Contracts, the Credits, the enforcement of the Trustee's security interest in the Receivables and the Credits granted pursuant to the Indenture, and, if applicable, the resale of the Credits, each in accordance with applicable law and the standards and procedures set forth in this Agreement and any related provisions of the Indenture, the Sale Agreement and the Receivables Purchase Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Trustee and the Noteholders with respect to payments and using its best efforts to maintain the perfected security interest of the Trustee in each Series Trust Estate (except with respect to the Credits). Subject to the terms and conditions of this Agreement, the Servicer (at its expense), acting alone or through a subservicer, including the Subservicer, shall perform have full power and authority, acting at its obligations sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such resale of the Credits that it may deem necessary or desirable and in the best interests of the Noteholders, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of the Subservicer, shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Contracts, the Custodian Files and the Contract Files. Subject to the terms and conditions of this Agreement, the Servicer, acting alone or through the Subservicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, neither the Servicer, nor the Subservicer, shall, except pursuant to an Upgrade or a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Contract. The Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, the Subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer or the Subservicer to carry out their servicing and administrative duties hereunder, and the exercise Trustee shall not be responsible for the Servicer's or the Subservicer's application thereof. Notwithstanding the appointment by the Servicer of the Subservicer or any delegation of its responsibilities hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder; provided, however, that if the Servicer requests from the Holders the removal of the Subservicer with respect to any Series after the occurrence of a Subservicer Event of Default, or any act or omission that with the passage of time would be a Subservicer Event of Default, and the Holders of 66-2/3% in principal amount of the Notes of the Controlling Class of such Series Outstanding do not consent to such request, the Servicer shall no longer be liable for any subsequent acts of the Subservicer except any acts taken by Sage at the direction of the Servicer. (b) The Servicer shall conduct any Contract management, servicing, administration, collection or enforcement actions in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and vacation credits that are similar to the Contracts, Receivables and the Credits, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Credits, to collect any Guaranty Amounts, and to enforce the Issuer's rights in or under the Sale Agreement and the Receivables Purchase Agreement. The Servicer shall continue its customary practice of applying payments on Defaulted Contracts and Delinquent Contracts first to delinquent interest, then to interest and then to principal. All Recoveries or Residual Proceeds in respect of any such Receivable and the related Credits received by the Servicer or the Subservicer shall be deposited in the Clearing Account pursuant to Section 3.03(a); (ii) The Servicer may sue to enforce or collect upon Contracts as agent for the Trustee. If xxx Servicer elects to commence a legal proceeding to enforce a Contract, the act of commencement shall be deemed to be an automatic assignment of the Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Contract, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Contract, including bringing suit in its name or the name of the Issuer or its designee the names of its rights hereunder the Noteholders, and the Trustee shall not relieve be indemnified by the Servicer from for any such obligationsaction taken; (biii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Contract in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer may not accept Substitute Contracts that do not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Receivables Purchase Agreement, Sections 3.03 and 3.04 of the Sale Agreement and Section 4.03 of the Indenture; (v) The Servicer may waive, modify or vary any terms of any Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders of any Series; provided, however, that except as otherwise expressly permitted with respect to an Upgrade, (A) the Servicer shall not have forgive any obligation payment, and (B) the Servicer shall not permit any modification, waivers, variation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, postponements with respect to any Contract that would decrease the Scheduled Payment, defer the payment of any principal or interest or any Scheduled Payment, reduce the Aggregate Collateral Value relating to the Notes of any Series (except in connection with actual payments attributable to such Aggregate Collateral Value), or prevent the complete amortization of the Issuer’s rights and obligations under Aggregate Collateral Value relating to the TRC LLC Agreement or Notes of any related agreementsSeries from occurring by the Calculation Date preceding the Stated Maturity with respect to such Notes. The Monthly Servicer's Report shall indicate any modification of any Scheduled Payment pursuant to Section 2.02(a)(ii) hereof; and (vi) Notwithstanding any provision to the contrary contained in this Agreement, nor shall the Servicer be obligated or the Subservicer shall exercise any right under a Contract to perform any of accelerate the obligations of any of them thereunder; (c) unpaid Scheduled Payments, due or to become due thereunder in such a manner as to maximize the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed Contract and submitted by the appropriate Person respecting any matters arising under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of MBIA and the Noteholders, shall be responsible for, and shall, in accordance with its customary servicing procedures, pursue the managing, servicing, administering, enforcing and making of collections on the Loan Contracts, the Vehicles and any Insurance Policies, the enforcement of the Indenture Trustee's security interest in the Loan Contracts and the Vehicles Granted and assigned pursuant to the Indenture, the sale and repossession of a Vehicle upon default of the related Loan Contract and the enforcement of all other remedies under the Loan Contracts, in accordance with the standards and procedures set forth in this Servicing Agreement and any related provisions of the Indenture and the Loan Sale Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, sending payment statements to Obligors, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, MBIA, the Rating Agencies and the Noteholders with respect to payments, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or MBIA, maintaining Insurance Policies, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense), acting alone or through a Sub-Servicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and sale of the Vehicles that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of a Sub-Servicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Loan Contracts and any files or documentation pertaining to the Loan Assets. The Servicer, acting alone or through a Sub-Servicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other collection fees that may be payable in the ordinary course of servicing any Loan Contract. Notwithstanding the foregoing, neither the Servicer, nor any Sub-Servicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Servicing Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Loan Contract. The Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, any Sub-Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer shall perform or Sub-Servicer to carry out its obligations servicing and administrative duties hereunder, and the exercise Indenture Trustee shall not be responsible for the Servicer's or Sub-Servicer's application thereof. Notwithstanding the appointment by the Issuer or its designee Servicer of a Sub-Servicer hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder. (b) The Servicer (or a Sub-Servicer) shall conduct any Loan Contract management, servicing, administration, collection or enforcement actions in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Loan Contract shall follow the Credit and Collection Policy and such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own motor vehicle loan contracts, and interests in motor vehicles that are similar to the Loan Contracts and the Vehicles, and in any event, consistent with the standard of care described in Section 3.02 hereof, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Loan Contract, together with the related Vehicle, to collect any Guaranty Amounts, and to enforce the Issuer's rights hereunder shall not relieve under the Loan Sale Agreement. All gross Recoveries in respect of any such Loan Contract and the related Vehicle received by the Servicer from shall be remitted to the Indenture Trustee for deposit in the Collection Account pursuant to Section 3.03 hereof. (ii) The Servicer may xxx to enforce or collect upon Loan Contracts as agent for the Noteholders and the Trust Estate and for the benefit of MBIA. If the Servicer elects to commence a legal proceeding to enforce a Loan Contract, the act of commencement shall be deemed to be an automatic assignment of the Loan Contract to the Servicer for purposes of collection only, and a Servicing Officer shall deliver by facsimile a Request for Release of Documents, substantially in the form of Exhibit B hereto, to the Custodian requesting delivery to the Servicer of the Loan Contract File and/or the related Certificate of Title or Application for Certificate of Title, as applicable. Upon receipt of such obligationsdelivery request, the Custodian shall release such Loan Contract File, the related Certificate of Title, and/or the Application for Certificate of Title, as applicable, to the Servicer within 48 hours of receipt of such request (receipt being deemed to have occurred upon confirmation of facsimile transmission). All documents contained in the Loan Contract File shall be conspicuously stamped prior to release to the Servicer to show the sale of the Loan Contracts to the Issuer and the security interest of the Indenture Trustee therein. Upon release of such items, the Servicer is authorized to execute an instrument in satisfaction of such Loan Contract and to do such other acts and execute such other documents it deems necessary to discharge the Obligor thereunder and release any security interest in the Vehicle related thereto. The Servicer shall determine in accordance with the standard of care described in Section 3.02 hereof, when a Loan Contract has been paid in full. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Loan Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Loan Contract, then the Indenture Trustee on behalf of the Noteholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer or the Issuer deems necessary, and the Servicer shall instruct the Indenture Trustee in writing to enforce the Loan Contract, including bringing suit in its name or the name of the Issuer, as beneficial owner of the Loan Contract, or in the names of the Noteholders or MBIA, as third party beneficiaries thereunder, and the Indenture Trustee shall be indemnified by the Servicer for any such action taken; provided, however, that if a Servicer Event of Default shall have occurred and is continuing, MBIA, so long as an MBIA Default has not occurred and is continuing, shall direct the Indenture Trustee with respect to the enforcement of the Loan Contract; provided further that neither the Indenture Trustee nor the Servicer shall bring suit naming the Noteholders or MBIA without the prior written consent of MBIA so long as no MBIA Default shall have occurred and be continuing. (iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Loan Contract in accordance with the Servicer's usual practice and in any event, consistent with the standard of care described in Section 3.02 hereof. In exercising recourse rights, the Servicer is authorized on the Indenture Trustee's behalf to reassign the Loan Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (biv) [Reserved] (v) The Servicer may waive, modify or vary any terms of any Loan Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is necessary to avoid a default on such Loan Contract or will maximize the amount to be received with respect to such Loan Contract, or is otherwise not materially adverse to the Noteholders or MBIA; provided, however, that (A) the Servicer shall not have forgive any obligation or liability to TRC LLC or Innoviva or Scheduled Payment and (B) the Servicer shall not (1) permit any other Person other than the Issuer and, except as expressly provided for hereunder, modification with respect to any Loan Contract that would decrease the Scheduled Payment or the annual percentage rate, (2) defer a total of more than two Scheduled Payments for any Loan Contract and provided, further, that any such extension does not extend the final Scheduled Payment on such Loan Contract beyond six months immediately preceding the Stated Maturity of the Issuer’s rights and obligations under Class A Notes, (3) reduce the TRC LLC Agreement Loan Balance (except in connection with actual payments attributable to such Loan Balance), or any related agreements, nor shall (4) prevent the Servicer be obligated to perform any complete amortization of the obligations Loan Balance from occurring by six months preceding the Stated Maturity Date of the Class A Notes. The Servicer shall provide the Back-Up Servicer, MBIA and the Indenture Trustee with an amendment to the Loan Schedule reflecting any modification of any of them thereunderScheduled Payment; (cvi) The Servicer shall not consent to the termination of any Loan Contract in connection with loss of or damage to the related Vehicle unless the Obligor has paid an amount not less than an amount equal to the Loan Balance of such Loan Contract plus any accrued interest thereon, or if less, the maximum amount legally collectible under the related Loan Contract. (vii) In the event that the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction DocumentSub-Servicer in the enforcement of any Loan Contract takes possession of a Vehicle from an Obligor, the Servicer shall use its best efforts to sell such Vehicle promptly and consistent with the standard of care set forth in Section 3.02 hereof. Any Recoveries related thereto shall be deposited in accordance with Section 3.03 hereof; (dviii) Notwithstanding any provision to the contrary contained in this Servicing Agreement, the Servicer or any Sub-Servicer shall perform use its obligations best efforts to exercise any right under this Servicing Agreement a Loan Contract to accelerate the unpaid Scheduled Payments due, or to become due, thereunder in accordance with its reasonable and prudent servicing procedures for servicing assets comparable such a manner as to maximize the net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction DocumentsTrust Estate; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to terms of the Issuer’s rights and obligations Loan Contract or under the TRC LLC Agreementapplicable law; and (eix) If an Obligor makes a partial prepayment, such prepayment shall be applied to reduce the Loan Balance of the related Loan Contract when received and such Obligor may defer payment of as many as the two next succeeding Scheduled Payments, provided that the partial prepayment was in an amount at least equal to the Scheduled Payments deferred. (c) The Servicer shall not make any material change to its Credit and Collection Policy without the prior written consent of MBIA. (d) With respect to any part of the Loan Contract Files in possession of the Servicer, the Servicer shall hold such items together with any and all other documents that the Servicer would keep on file with respect to a loan contract held for its own account in its capacity as Servicer for the benefit of the Issuer, the Indenture Trustee, MBIA and the Noteholders. Such possession by the Servicer is for the sole purpose of servicing the related Loan Contract. Such items together with any member, director, officer, employee or agent and all other documents that the Servicer would keep on file with respect to a loan contract held for its own account shall be held and maintained by the Servicer at the offices of the Servicer may rely located at the address of the Servicer set forth in good faith on any Section 8.04 hereof and in accordance with the standard of care set forth in Section 3.02 hereof. In addition, such items shall be segregated from other loan contracts and related documents in the Servicer's possession that are not part of the Trust Estate. Any document of any kind prima facie properly executed and submitted in the Loan Contract File held by the appropriate Person respecting any matters arising under Servicer shall be conspicuously stamped with a legend stating "Assigned to and the Transaction DocumentsProperty of AutoInfo Receivables Company and pledged to Bankers Trust Company as Indenture Trustee on behalf of the Noteholders and MBIA".

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) the Servicer shall perform its obligations hereunder, and the exercise by the Issuer or its designee of its rights hereunder shall not relieve the Servicer from such obligations; (b) the Servicer shall not have any obligation or liability to TRC LLC or Innoviva the Counterparty or any other Person other than the Issuer and, except as expressly provided for hereunder, with respect to any of the Issuer’s rights and obligations under the TRC LLC Counterparty Agreement or any related agreements, nor shall the Servicer be obligated to perform any of the obligations of any of them thereunder; (c) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable to the Issuer’s rights and obligations under the TRC LLC Counterparty Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Counterparty Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Counterparty Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Counterparty Agreement; and (e) the Servicer and any member, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the appropriate Person respecting any matters arising under the Transaction Documents.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) The Servicer, for the benefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary practices, pursue the managing, servicing, administering, enforcing and making of collections on the Contracts and the Related Security, the enforcement of the Trustee's security interest in the Receivables and the Related Security granted pursuant to the Indenture, and, if applicable, the resale of the Related Security, each in accordance with applicable law and the standards and procedures set forth in this Agreement and any related provisions of the Indenture and the Receivables Purchase Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Trustee, the Noteholders and the Rating Agencies with respect to payments and using its best efforts to maintain the perfected security interest of the Trustee in the Trust Estate (except with respect to the Vacation Credits). Subject to the terms and conditions of this Agreement, the Servicer (at its expense), acting alone or through a subservicer, shall perform have full power and authority, acting at its obligations sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such resale of the Related Security that it may deem necessary or desirable and in the best interests of the Noteholders, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name, shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Contracts, the Mortgage Notes, the Custodian Files and the Contract Files. Subject to the terms and conditions of this Agreement, the Servicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer, shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Contract. The Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out their servicing and administrative duties hereunder, and the exercise Trustee shall not be responsible for the Servicer's application thereof. Notwithstanding any delegation of its responsibilities hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder. (b) The Servicer shall conduct any management, servicing, administration, collection or enforcement actions with respect to the Collateral in the following manner: (i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, mortgage loans, receivables, vacation credits and fractional interests that are similar to the Contracts, the Receivables, the Vacation Credits and Fractional Interests, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the Related Security and to enforce the Issuer's rights in or under the Receivables Purchase Agreement. The Servicer shall continue its customary practice of applying payments on Defaulted Contracts and Delinquent Contracts first to delinquent interest, then to interest and then to principal. All Recoveries or Residual Proceeds in respect of any such Receivable and the Related Security received by the Servicer shall be deposited in the Local Bank Account pursuant to Section 3.03(a); (ii) The Servicer may sue xx enforce or collect upon Contracts as agent for the Trustee. If the Servicer elects to commence a legal proceeding to enforce a Contract or Mortgage Loan, the act of commencement shall be deemed to be an automatic assignment of such Loan Document to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract or Mortgage Loan on the ground that it is not a real party in interest or a holder entitled to enforce such Loan Document, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce such Loan Document, including bringing suit in its name or the name of the Issuer or its designee the names of its rights hereunder the Noteholders, and the Trustee shall not relieve be indemnified by the Servicer from for any such obligationsaction taken; (biii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Loan Document in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Contract or Mortgage Loan, as applicable, to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right; (iv) The Servicer will not allow any substitution of a Substitute Contract that does not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Receivables Purchase Agreement, Section 4.03 of the Indenture and the definition of Eligible Contract; (v) The Servicer may waive, modify or vary any terms of any Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that (A) the Servicer shall not have forgive any obligation payment, and (B) the Servicer shall not permit any modification, waivers, variation or liability to TRC LLC or Innoviva or any other Person other than the Issuer and, except as expressly provided for hereunder, postponements with respect to any Contract that would decrease the Scheduled Payment, decrease the interest rate, defer the payment of any principal or interest or any Scheduled Payment, reduce the Collateral Value of such Contract (except in connection with actual payments attributable to such Collateral Value), or prevent the complete amortization of the Issuer’s rights and obligations under Collateral Value of such Contract from occurring by the TRC LLC Agreement or Calculation Date preceding the Stated Maturity with respect to such Notes. The Monthly Servicer's Report shall indicate any related agreements, nor shall the Servicer be obligated to perform any of the obligations modification of any of them thereunder;Scheduled Payment pursuant to Section 2.02(a)(ii) hereof; and (cvi) the Servicer agrees to be bound by the provisions of the Sale and Contribution Agreement Notwithstanding any provision to the extent it receives Confidential Information pursuant to contrary contained in this Servicing Agreement or any other Transaction Document; (d) Agreement, the Servicer shall perform its obligations exercise any right under this Servicing Agreement a Contract to accelerate the unpaid Scheduled Payments, due or to become due thereunder in accordance with its reasonable and prudent servicing procedures for servicing assets comparable such a manner as to maximize the net proceeds available to the Issuer’s rights and obligations under the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, that the Servicer shall will not be obligated accelerate any Scheduled Payment unless permitted to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used do so by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC Agreement; and (e) the Servicer and any member, director, officer, employee or agent terms of the Servicer may rely in good faith on any document of any kind prima facie properly executed Contract and submitted by the appropriate Person respecting any matters arising under the Transaction Documentsapplicable law.

Responsibilities of Servicer. Anything herein to the contrary notwithstanding: (a) During the Servicer term of this Agreement, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Noteholders, shall perform its obligations hereunderbe responsible for, and shall, in accordance with the exercise servicing standards set forth herein, engage in the following activities: (i) monitoring the Policies on an ongoing basis to ensure that the terms of each Policy and all reporting requirements are observed, (ii) submitting claims for payment to and monitoring Obligors to ensure timely payment of Policy Proceeds with respect to all Policies that have reached Maturity, (iii) monitoring the Policies on an ongoing basis to ensure that all insurance premiums are remitted to Obligors when due and reporting such payments as provided herein, (iv) maintaining contact with the Insureds on an ongoing basis to ascertain the Maturity of each Policy and obtaining death certificates upon the Maturity of Policies, (v) performing monthly compliance calculations and generating Monthly Servicing Reports, (vi) enforcing the Indenture Trustee's security interest in the Policies granted pursuant to the Amended and Restated Indenture, and (vii) acting with full power and authority, at its sole discretion, to do any and all things in connection with its responsibilities that it may deem necessary or desirable and in the best interests of the Issuer and the Indenture Trustee, including the prudent delegation of such responsibilities to subservicers approved by the Issuer or its designee of its rights hereunder Majority Noteholders, which approval shall not relieve the Servicer from such obligations;be unreasonably withheld. (b) Without limiting the Servicer shall not have any obligation generality of the foregoing, the Servicer, in its own name or liability in the name of a subservicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to TRC LLC or Innoviva Section 5.02 hereof, to execute and deliver (on behalf of itself, the Issuer, the Noteholders, the Indenture Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other Person other than the Issuer and, except as expressly provided for hereundercomparable instruments, with respect to the Policies or the Documentation. Notwithstanding the foregoing, neither the Servicer, nor any subservicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement or pursuant to the Master Agreement, release or waive the right to collect the Policy Proceeds relating to any Policy. The Indenture Trustee shall, at the expense of the Issuer’s rights Noteholders, furnish the Servicer, or at the request of the Servicer, any subservicer, with any powers of attorney and obligations under other documents necessary or appropriate to enable PWCC or subservicer to carry out its servicing and administrative duties hereunder. Notwithstanding the TRC LLC Agreement or any related agreements, nor shall appointment by the Servicer be obligated to perform any of a subservicer hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder during the term of any of them thereunder;this Agreement. (c) The Servicer and its subservicers shall conduct any management, servicing, administration, collection or enforcement actions in the Servicer agrees to be bound following manner: (i) The Servicer, as agent for and on behalf of the Issuer and the Indenture Trustee, shall enforce the payment of all claims by the provisions Obligors and shall pursue any available claims against state guaranty insurance funds. All Recoveries and Policy Proceeds in respect of the Sale and Contribution Agreement to the extent it receives Confidential Information pursuant to this Servicing Agreement or any other Transaction Document; (d) Policy that are received by the Servicer shall perform its obligations under this Servicing Agreement in accordance with its reasonable and prudent servicing procedures for servicing assets comparable be remitted to the Issuer’s rights and obligations under Indenture Trustee for deposit in the TRC LLC Agreement for its own account or for others and in any event with such care as a reasonably prudent servicer would use Collection Account pursuant to service and administer the Issuer’s rights and obligations under the TRC LLC Agreement and not in violation of the Issuer’s obligations under the Transaction Documents; provided, however, the Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Issuer’s rights and obligations under the TRC LLC Agreement from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other assets comparable to the Issuer’s rights and obligations under the TRC LLC AgreementSection 3.03(a) hereof; and (eii) The Servicer may xxx to enforce or collect upon Policies as agent for the Issuer and the Indenture Trustee on behalf of the Noteholders. If the Servicer and elects to commence a legal proceeding to enforce a Policy, the act of commencement shall be deemed to be an automatic assignment of the Policy to the Servicer for purposes of collection only. If, however, in any member, director, officer, employee enforcement suit or agent of legal proceeding it is held that the Servicer may rely not enforce a Policy on the ground that it is not an owner of the Policy, then the Indenture Trustee on behalf of the Noteholders shall, at the Servicer's request, take such steps as the Servicer deems necessary and instructs the Indenture Trustee in good faith on any document writing to take to enforce the Policy, including bringing suit in its name or the name of any kind prima facie properly executed the Issuer, as beneficial owner of the Policy, or the name of the Indenture Trustee, and submitted the Indenture Trustee shall be indemnified by the appropriate Person respecting Servicer for any matters arising under the Transaction Documentssuch action taken.