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

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Seller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The In such event, the reasonable legal expenses and costs of for such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerTrust Estate and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor the Sub-Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Sub-Servicer, as the case may be, shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Sub-Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer, the Sub-Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Sub-Servicer, as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, neither the Servicer nor the Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and Owner the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither Subject to Section 7.02, neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Trust Collateral Agent, the Noteholders or any Securityholderthe Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for errors in judgmentthe good faith business judgment of the Servicer; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of bad faith, willful misfeasancemisconduct in the performance of duties, bad faith or by reason of negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any advice of counsel, Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors or other document of any kind prima facie properly executed believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables Loans and the related Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs costs, and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any directormanager, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the The Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; providedServicer’s servicing responsibilities. The Servicer may, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and with respect to the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Noteholders under this Agreement and Agreement. In that event, the Noteholders under the Indenture. The legal expenses and costs of such that action and any liability resulting therefrom from that course of action will be expenses, costs and liabilities of the IssuerServicer, and the Servicer will not be entitled to be reimbursed for those costs and liabilities.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Noteholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuerother Basic Documents.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Collateral Custodian, the Backup Servicer, the Seller, the Noteholders or any Securityholderthe Certificateholders, except as provided in Section 4.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. Except as otherwise provided in this AgreementAdditionally, the Servicer shall not be under liable for any obligation to appear in, prosecute failure or defend delay in the performance of its obligations or the taking of any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and if that failure or delay arises from compliance by the Noteholders under Servicer with any Applicable Law or court order or the Indenture. The legal expenses and costs direction of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuera regulatory authority.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability liable to the Issuer Issuer, the Indenture Trustee, the Bondholders or any Securityholderother Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Receivables Recovery Property in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Consumers under this Agreement Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from FRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Noteholders under Servicing Fee) in accordance with the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and liabilities of the Issuerexpenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement (collection actions with respect to Defaulted Receivables are understood to be incidental to the Servicer's duties to service the Receivables), and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Indenture Trustee, the Certificateholder or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement (collection actions with respect to Defaulted Receivables are understood to be incidental to the Servicer's duties to service the Receivables), and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own grossly negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and action. Notwithstanding Section 8.01, the Servicer shall not be required to indemnify, or otherwise be liable to, the Owner or those referenced above for any liability resulting therefrom will be expenses, costs and liabilities of Liability which the IssuerOwner is required to indemnify for pursuant to Section 8.01(c) above.

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

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Student Loans in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, members, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, member, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Servicing Agreement. Except as otherwise provided in this Servicing Agreement, including Section 5.02(d) and Section 5.02(e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Securitization Property that shall is not be incidental directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its duties obligation to service the Receivables in accordance with this Agreement pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in respect of any Proceeding, undertake any reasonable action that it may deem is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Servicing Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerServicing Agreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental related to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Loans in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Related Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Related Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer[, the Swap Counterparty] or any Securityholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor the Sub-Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Sub-Servicer, as the case may be, shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Sub-Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer, the Sub-Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Sub-Servicer, as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, neither the Servicer nor the Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedprovided that Servicer, however, that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and action, unless any liability resulting therefrom will be expenses, such costs and liabilities result from a breach of the IssuerServicer's representations and warranties made herein or its failure to perform its obligations in strict compliance with this Agreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Contributor, the Noteholders or any Securityholder, the Trustee except as provided under in this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or duties, by reason of reckless disregard of obligations and duties under this AgreementAgreement or any violation of law by the Servicer or such person, as the case may be; provided further, that this provision shall not affect any liability to indemnify the Issuer and the Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Issuer or the Trustee, each in its individual capacity. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties Related Agreements to this Agreement and the other Basic Documents and protect the interests of the Certificateholders Holders under this Agreement and the Noteholders under Related Agreements. In such event, the Indenture. The legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables Contracts in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trustee, the Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental related to its duties to service the Receivables in accordance with this Agreement as Servicer hereunder and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem deems necessary or desirable in with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting with respect to any matters matter arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the No directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trustee, the Obligors or any Securityholderof the Noteholders, except as provided under in this Master Agreement, for any action taken or for refraining from the taking of any action pursuant to this Master Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables each Series Trust Estate in accordance with this Master Agreement and each Series Supplement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake take any reasonable such action that it is reasonable and that may deem be necessary or desirable in respect of this Master Agreement and the other Basic Documents each Series Supplement and the rights and duties of the parties to this Agreement hereto and the other Basic Documents thereto and the interests of the Certificateholders under this Agreement Trustee hereunder and thereunder. In the Noteholders under event the Indenture. The Servicer takes such action, the reasonably incurred legal expenses and costs of such action and any liability liabilities resulting therefrom will shall be expenses, costs and liabilities of the Issuerrelated Series Trust Estate, and the Servicer shall be entitled to be reimbursed therefor in accordance with the terms hereof.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under have any liability to the Issuer Purchaser for taking any action or refraining from taking any Securityholder, except as provided under action in good faith pursuant to this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any material breach of any covenants, warranties or representations made herein or any liability that would otherwise be imposed by reason of for Servicer’s gross negligence or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementmisconduct. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith faith, without investigation, on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties Parties hereto. In such event, notwithstanding anything to this Agreement the contrary herein, Servicer shall be entitled to full and prompt reimbursement from Purchaser for the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither Except as provided in Section 5.04 and with respect to Indenture Trustee, Section 6.07 of the Indenture, neither Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to Issuer, Owner Trustee, Indenture Trustee, the Issuer Holders, any Enhancement Providers or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability; provided. Servicer may, howeverin its sole discretion, that the Servicer may undertake any reasonable such legal action that which it may deem necessary or desirable in for the benefit of the Holders with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under the IndentureHolders hereunder. The legal expenses and costs Servicer shall not be liable for any settlement of such any claim or action and any liability resulting therefrom will effected without its prior written consent, which shall not be expenses, costs and liabilities of the Issuerunreasonably withheld.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, breach of contract or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties (except for errors in judgment) under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement (collection actions with respect to Defaulted Receivables are understood to be incidental to the Servicer's duties to service the Receivables), and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Issuer or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith misconduct or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liabilityRRB Property; provided, however, that the Servicer may may, in respect of any proceeding, undertake any reasonable action that it may deem is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in respect of this Agreement and the other Basic Documents and order to protect the rights and duties of the parties to Issuer or the Indenture Trustee under this Agreement and the other Basic Documents and the interests of the Certificateholders Holders and Customers under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Servicing Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own grossly negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Servicing Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Servicing Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Servicing Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Servicing Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Servicing Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Servicing Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Servicing Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor the Sub-Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Sub-Servicer, as the case may be, shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Sub- Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer, the Sub-Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Sub-Servicer, as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, neither the Servicer nor the Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or pursuant to the express written instructions of Purchaser, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting with respect to any matters matter arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Residual Interestholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Servicer's duties under this Agreement or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses Indenture and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerResidual Interestholder under the Trust Agreement.

Limitation on Liability of Servicer and Others. Neither Except as provided in SECTION 5.4 with respect to Issuer and Owner Trustee and SECTION 6.7 of the Indenture with respect to Indenture Trustee, neither Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to Issuer, Owner Trustee, Indenture Trustee, the Issuer Holders, any Enhancement Providers or any Securityholder, except as provided under this Agreement, other person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, PROVIDED that this provision shall not protect the Servicer or any such person Person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability; provided. Servicer may, howeverin its sole discretion, that the Servicer may undertake any reasonable such legal action that which it may deem necessary or desirable in for the benefit of the Holders with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerHolders hereunder.

Limitation on Liability of Servicer and Others. Neither ---------------------------------------------- the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability liable to the Issuer Grantee, the Note Issuer, the Indenture Trustee, the Delaware Trustee, the Holders or any Securityholderother Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of the Servicer's duties or by reason of reckless disregard of the Servicer's obligations and duties under this Agreementduties. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind prima facie kind, PRIMA FACIE properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Receivables Intangible Transition Property in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedprovided that Servicer, however, that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents to protect the interests of the Certificateholders and the Noteholders under this Agreement and the other Basic Documents and Documents. In such event, the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor the Sub-Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Sub-Servicer, as the case may be, shall be under any liability to the Issuer Issuing Entity, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for Table of Contents errors in judgment; provided, however, that this provision shall not protect the Servicer, the Sub-Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer, the Sub-Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Sub-Servicer, as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, neither the Servicer nor the Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Except as provided in Sections 8.4 and 11.5, neither Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the Issuer Trust, Trustee, the Holders, any Enhancement Providers or any Securityholder, except as provided under this Agreement, other person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability; provided. Servicer may, howeverin its sole discretion, that the Servicer may undertake any reasonable such legal action that which it may deem necessary or desirable in for the benefit of the Holders with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerHolders hereunder.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Agent or any Securityholder, except as provided under this Agreement, Principal for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted have been adopted or signed by any Person the proper authorities respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Eligible Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may may, with the consent of the Required Principals undertake any reasonable such action that which it may deem necessary or desirable in with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Agent of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither (a) Notwithstanding Section 8.01, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, for its own negligent actions, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, which consent shall not be unreasonably withheld, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be except when such expenses, costs and liabilities of are subject to the IssuerServicer’s indemnification under Section 8.01.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the No directors, officers, employees or agents of the Servicer shall be under any personal liability to the Issuer Trustee, the Obligors or any Securityholder, except as provided under this Agreementof the Noteholders, for any action taken or for refraining from the taking of any action pursuant to this Master Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables each Series Trust Estate in accordance with this Master Agreement and each Series Supplement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake take any reasonable such action that it is reasonable and that may deem be necessary or desirable in respect of this Master Agreement and the other Basic Documents each Series Supplement and the rights and duties of the parties to this Agreement hereto and the other Basic Documents thereto and the interests of the Certificateholders under this Agreement Trustee hereunder and thereunder. In the Noteholders under event the Indenture. The Servicer takes such action, the reasonably incurred legal expenses and costs of such action and any liability liabilities resulting therefrom will shall be expenses, costs and liabilities of the Issuerrelated Series Trust Estate, and the Servicer shall be entitled to be reimbursed therefor in accordance with the terms hereof.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Noteholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuerother Basic Documents.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer as the case may be, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Certificateholder under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the No directors, officers, employees or agents of the Servicer shall be under any liability to the Trustee, the Issuer or any Securityholderof the Noteholders, except as provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Trust Estate in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake take any reasonable such action that it is reasonable and that may deem be necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and Trustee hereunder. In the Noteholders under event the Indenture. The Servicer takes such action, the reasonably incurred legal expenses and costs of such action and any liability liabilities resulting therefrom will shall be expenses, costs and liabilities of the IssuerTrust Estate, and the Servicer shall be entitled to be reimbursed therefor in accordance with the terms hereof.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or for errors in judgment; Agreement, provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Purchase Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Purchase Agreement, its own gross negligence, willful misconduct or bad faith, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Purchase Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Purchase Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in with respect of to this Purchase Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by the Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, Agreement the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Swap Counterparty or any Securityholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Administrative Agent or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted have been adopted or signed by any Person the proper authorities respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Eligible Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may may, with the consent of the Majority Owners undertake any reasonable such action that which it may deem necessary or desirable in with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Purchaser of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall will be under any liability to the Issuer Issuing Entity, [the Grantor Trust,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Collateral Custodian, [the Backup Servicer,] the Seller, the Noteholders or any Securityholderthe Certificateholders, except as provided in Section 4.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document Opinion of Counsel or on any kind prima facie properly executed Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any Person respecting the proper party in respect of any matters arising under this Agreement. Except as otherwise provided in this AgreementAdditionally, the Servicer shall not be under liable for any obligation to appear in, prosecute failure or defend delay in the performance of its obligations or the taking of any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and if that failure or delay arises from compliance by the Noteholders under Servicer with any Applicable Law or court order or the Indenture. The legal expenses and costs direction of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuera regulatory authority.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trust, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising under this Agreement. (b) Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and Certificateholders under this Agreement and Agreement. In such event, the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the Issuer.Servicer. SECTION 7.5

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any SecurityholderCertificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses Indenture and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerCertificateholders under the Trust Agreement.

Limitation on Liability of Servicer and Others. Neither the Except as provided in SECTIONS 8.4 and 11.5, neither Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the Issuer Trust, Trustee, the Holders, any Enhancement Providers or any Securityholder, except as provided under this Agreement, other person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, PROVIDED that this provision shall not protect the Servicer or any such person Person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability; provided. Servicer may, howeverin its sole discretion, that the Servicer may undertake any reasonable such legal action that which it may deem necessary or desirable in for the benefit of the Holders with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerHolders hereunder.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Holders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties (except for errors in judgment) or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties Related Agreements to this Agreement and the other Basic Documents and protect the interests of the Certificateholders Holders under this Agreement and the Noteholders under Related Agreements. In such event, the Indenture. The legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the IssuerServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith by the Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, Agreement the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither Subject to Section 5.01, neither the Servicer nor any of the its directors, shareholders, officers, employees or agents of the Servicer shall will be under any liability to the Issuer Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Back-up Servicer (except as otherwise expressly provided in the Back-up Servicing Agreement), the Noteholders, any Series Enhancers or any Securityholder, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action pursuant to in the capacity as Servicer under this Agreement whether arising from express or for errors in judgmentimplied duties under this Agreement; provided, however, that this provision shall does not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancewrongdoing, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any directorof its directors, officershareholders, employee officers, employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables in accordance with this Agreement servicing responsibilities hereunder and that in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the holders of Notes or any Securityholderthe holders of Certificates, except as provided under this Agreement or the Supplemental Sale and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Supplemental Sale and Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or the Supplemental Sale and Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Financed Student Loans in accordance with this Agreement and the Supplemental Sale and Servicing Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders holders of Certificates under this Agreement and the Noteholders holders of Notes under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Equity Certificateholders, the Depositor, the Noteholders, the Owner Trustee or any Securityholder, the Indenture Trustee except as provided under in this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or for errors in judgmentAgreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or duties, by reason of reckless disregard of obligations and duties under this AgreementAgreement or any violation of law by the Servicer or such person, as the case may be; PROVIDED FURTHER, that this provision shall not affect any liability to indemnify the Owner Trustee and the Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Owner Trustee or the Indenture Trustee, each in its individual capacity. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholder, except as provided under this Agreement, the Residual Interestholder for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Servicer’s duties under this Agreement or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables in accordance with Servicer’s servicing responsibilities under this Agreement and that that, in its opinion opinion, may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses Indenture and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerResidual Interestholder under the Trust Agreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholderthe Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person -------- against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and ----- ----- submitted by any Person person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables Contracts in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may undertake any reasonable action that it may deem -------- necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders Noteholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuerother Basic Documents.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer Trustee, the Trust, First Sierra, the Certificate Insurer, the Depositor or any Securityholderthe Certificateholders, except as provided under this Agreementherein, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Transferred Property in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake take any reasonable such non- incidental action that it is reasonable and that may deem be necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under Certificate Insurer hereunder, provided that the IndentureServicer shall notify the Trustee and the Certificate Insurer of such proposed action and the Servicer may thereafter commence such action only with the consent of the Certificate Insurer, unless the Trustee shall have disapproved the proposed action by so notifying the Servicer within five Business Days. The In the event the Servicer takes such action, the reasonably incurred legal expenses and costs of such action and any liability liabilities resulting therefrom will be expenses, costs and liabilities of the Issuer.therefrom

Limitation on Liability of Servicer and Others. Neither Except as provided in Section 3.4 with respect to Issuer and Owner Trustee and Section 6.7 of the Indenture with respect to Indenture Trustee, neither Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to Issuer, Owner Trustee, Indenture Trustee, the Issuer Holders, any Enhancement Providers or any Securityholder, except as provided under this Agreement, other person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such person Person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability; provided. Servicer may, howeverin its sole discretion, that the Servicer may undertake any reasonable such legal action that which it may deem necessary or desirable in for the benefit of the Holders with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerHolders hereunder.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this the Agreement, for any action taken or for refraining from the taking of any action pursuant to this the Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this the Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this the Agreement. Except as otherwise provided in this the Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this the Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this the Agreement and the other Basic Documents and the rights and duties of the parties to this the Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Trust or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith by the Servicer or any Subservicer pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any Subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, Agreement the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerAgreement.

Limitation on Liability of Servicer and Others. Neither (a) Notwithstanding Section 8.01, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer or any Securityholder, except as provided under this Agreement, Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, for its own negligent actions, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. .The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the hereunder.The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may may, with the consent of the Owner, which consent shall not be unreasonably withheld, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties xxxxxx.Xx such event, the Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests Owner of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be except when such expenses, costs and liabilities of are subject to the IssuerServicer’s indemnification under Section 8.01.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the The directors, officers, stockholders, employees or other affiliates or agents of the Servicer shall not be under any liability to the Issuer Trust, the Trustee, the Holders, any Credit Enhancement Provider or any Securityholderother Person hereunder or pursuant to any document delivered hereunder, except it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificates. Except as provided in Section 8.4 with respect to the Trust and the Trustee, its officers, directors, employees and agents, the Servicer shall not be under this Agreementany liability to the Trust, the Trustee, its officers, directors, employees and agents, the Holders, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as the Servicer pursuant to this Agreement or for errors in judgmentany Supplement; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under this Agreementany Supplement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables in accordance with this Agreement and that which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Swap Counterparty or any Securityholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the 52 Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Limitation on Liability of Servicer and Others. Neither the REIT Servicer nor any of the directors, officers, employees or agents of the REIT Servicer shall be under any liability to the Issuer REIT Sub-Trust or any Securityholder, except as provided under this Agreement, UBS for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; , provided, however, that this provision shall not protect the REIT Servicer against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any such person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this Agreement. The REIT Servicer and any director, officer, employee or agent of the REIT Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the The REIT Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the REIT Servicer may may, with the consent of UBS, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties hereto. In such event, the REIT Servicer shall be entitled to this Agreement and reimbursement from the other Basic Documents and the interests REIT Sub-Trust of the Certificateholders under this Agreement and the Noteholders under the Indenture. The reasonable legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issueraction.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the its directors, officers, employees or agents of the Servicer shall be under any liability to Issuer, the Issuer Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this Agreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith faith, breach of contract or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties (except for errors in judgment) under this Agreement. The Servicer or any subservicer and any directorof their respective directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The In such event, the legal expenses expense and costs of such action and any liability resulting therefrom will shall be expenses, costs and liabilities of the Servicer. Neither Servicer nor any of its directors, officers, employees or agents shall be under any liability to Issuer, the Noteholders or the Certificateholders for any losses, claims or damages arising solely from, out of, or in connection with, the origination of a FreedomNation Receivable or the servicing of a FreedomNation Receivable prior to the Cutoff Date.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholderthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement and Agreement, the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.