Common use of Limitations on Liability Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2025-A Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Neither Co-Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty made by it in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner neither Co-Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner neither Co-Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner neither Co-Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 2025-B Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee it in Section 6.6); (iv) the Owner neither Co-Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner neither Co-Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee it has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner neither Co-Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner each Co-Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding Manager’s review of and recommendations in respect to capital repairs and replacements for its own willful misconductthe Property or Manager’s performance of the Capital Improvements Management Services, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 Owner acknowledges that Manager is not true an architect or engineer, and correct as that all capital repairs, replacements and other construction in the Property will be designed and performed by independent architects, engineers and contractors. Accordingly, Manager does not guarantee or warrant that the construction documents for such work will comply with Applicable Law or will be free from errors or omissions, nor that any such work will be free from defects, and Owner agrees that Manager will have no liability therefor. In the event of such errors, omissions, or defects, Manager will use reasonable efforts to cooperate in any action Owner desires to bring against such parties. Similarly, Manager makes no representations or warranties regarding the creditworthiness of any tenant, or proposed tenant, of the Closing Date: (i) Property and shall be in no way responsible for, or liable to Owner for, a tenant’s failure to perform such tenant’s lease obligations. Similarly, any estimates by Manager or reports provided by Manager which described any financial activity to occur in the future are necessarily estimates and projections, and Manager does not in any manner or respect, warrant, guaranty or make an representations in regard to the same; Owner Trustee will recognizes that by their very nature projections are estimates and are dependent upon a number of factors that cannot be predicted with any certainty and are outside the control of Manager. Notwithstanding any contrary provision hereof, Owner agrees that no agent, director, member, officer, shareholder, employee or affiliate of Manager shall be personally liable to Owner or anyone claiming by, through or under Owner, by reason of any default by Manager under this Agreement, any obligation of Manager to Owner, or for any action taken or not taken amount that may become due to Owner by it (A) according to Manager under the instructions terms of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or otherwise and Owner agrees not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documentsmake any claim therefor against any of such persons. Further, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency notwithstanding any contrary provision of this Agreement, the liability of Manager hereunder shall be limited to, in the aggregate, the lesser of (Bx) a sum equal to the fees paid to Manager hereunder for the twenty-four (24) month period immediately prior to the date of demand made hereunder by Owner against Manager asserting liability and (y) a sum equal to the actual amount of fees received by Manager hereunder as of the date when such liability is finally determined, less (in either case) the due execution aggregate amount of this Agreement by the Depositorclaims theretofore asserted against Manager hereunder; provided, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documentshowever, the Notes or related documents, (E) the legality, validity and enforceability limitation on liability of a Receivable, (F) the perfection and priority of a security interest created Manager set forth in this sentence shall not apply to any claims by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property Owner made pursuant to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6);6.04. (ivb) the Owner Trustee will not be liable for the default or misconduct of the ServicerSimilarly, the Administrator, the Depositor, the holder liability of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer Owner hereunder is limited to Owner’s interest in the name Project and the insurance required to be maintained hereunder by Owner and in no event shall Owner or any agent, director, member, officer, shareholder, employee or affiliate of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for specialhave any personal liability to Manager hereunder, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay Manager agreeing to look solely to Owner’s interest in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes Property and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the insurance in recovering any judgment rendered against Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceshereunder (which judgment Manager may seek and obtain).

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) From and after the Effective Time, the right of Parent to be indemnified from the Indemnity Escrow Fund pursuant to this Article X shall be the sole and exclusive remedy with respect to any breach of any representation or warranty of the Company contained in, or any other breach by the Company of, this Agreement. The right of Parent to be indemnified solely and exclusively from the Indemnity Escrow Fund shall not apply to claims relating to the breach of a Fundamental Representation; provided, that in no event shall any Equityholder be liable to Parent for its own willful misconductDamages relating to the breach of Fundamental Representations in excess of the Merger Consideration actually received by such Person. Except as provided with respect to the Equityholders in the immediately preceding sentence, bad faith no current or negligence (except for errors in judgment) former stockholder, director, officer, employee, affiliate or advisor of the Company shall have any Liability of any nature to Parent, the Surviving Corporation or any Affiliate of Parent or the Surviving Corporation with respect to any breach of any representation or warranty contained in, or any other breach of, this Agreement. From and after the Effective Time, the right of the Equityholders to be indemnified pursuant to this Article X shall be the sole and exclusive remedy with respect to any breach of any representation or warranty of Parent or Merger Sub contained in, or any other breach by Parent or Merger Sub of, this Agreement. No current or former stockholder, director, officer, employee, affiliate or advisor of Parent or Merger Sub shall have any Liability of any nature to any Equityholder or any Affiliate of any Equityholder with respect to any breach of any representation or warranty contained in, or any other breach of, this Agreement. (b) if Without limiting the effect of any other limitation contained in this Article X, and except for the breach of a representation or warranty Fundamental Representation, the indemnification provided for in Section 6.6 is 10.2 shall not true apply except to the extent that the aggregate Damages against which Parent would otherwise be entitled to be indemnified under this Article X exceeds $1,750,000, in which event Parent shall, subject to the other limitations contained herein, be entitled to be indemnified only against the portion of such Damages in excess of $1,750,000. Any amounts payable by the Equityholders to Parent or Merger Sub pursuant to this Section 10.3 shall be paid solely and correct as exclusively from the Indemnity Escrow Fund in accordance with the terms of the Closing Date: (i) the Owner Trustee will not Escrow Agreement, and no holder of Company Capital Stock, Company Option or any other Person shall be liable for any action taken deficiency with respect to indemnity pursuant to this Section 10.3 except with respect to the breach of a Fundamental Representation. (c) Without limiting the effect of any other limitation contained in this Article X, for purposes of computing the amount of any Damages incurred by Parent under this Article X, there shall be deducted an amount equal to the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements received by Parent or any of its Affiliates in connection with such Damages or any of the circumstances giving rise thereto (it being understood that Parent and any of its Affiliates shall use commercially reasonable efforts to obtain such proceeds, payments or reimbursements prior to seeking indemnification under this Article X). The calculation of Damages shall not taken include losses arising because of a change after Closing in Law or accounting policy. To the extent that a claim for indemnification by it Parent or Merger Sub hereunder relates to a Liability incurred by the Company and there is an accrual on the Current Balance Sheet in respect of such Liability, then the determination of Damages in respect of such claim shall be net of such accrual. (d) Without limiting the effect of any other limitation contained in this Article X, Parent shall not be entitled to indemnification under this Article X to the extent that such right of indemnification is addressed in the adjustments to the Per Share Merger Consideration made following the Closing pursuant to Section 2.8 or as otherwise referenced on the Closing Balance Sheet. (e) Without limiting the effect of any other limitation contained in this Article X, for purposes of this Agreement, no representation or warranty of the Company or an Equityholder, on the one hand, or Parent and Merger Sub, on the other hand, shall be deemed to be or to have been breached if: (A) according Parent or the Company, as the case may be, had actual knowledge, on or prior to the instructions date of this Agreement, of the Noteholders breach of a majority such representation or warranty, or of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator any facts or the Servicer circumstances rendering such representation or warranty inaccurate; or (B) in good faith which it believes to be authorized during the Pre-Closing Period, Parent or within its rights and powers under this Agreement so long the Company, as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documentscase may be, including the principal of and interest on the Notes or amounts distributable to the holder obtained actual knowledge of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity breach of such representation or sufficiency of this Agreementwarranty, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property facts or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a circumstances rendering such representation or warranty made under a Transaction Document (other than inaccurate, and elected nonetheless to proceed with the representations and warranties made by the Owner Trustee in Section 6.6);Closing. (ivf) the Owner Trustee will not be liable for the default Nothing in this Section 10.3 shall limit any remedy Parent or misconduct any of the Servicer, Equityholders may have against any Person for actual fraud involving a knowing and intentional misrepresentation of a fact material to the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken transactions contemplated by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or upon which such other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesparty has relied.

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

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

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

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

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

Limitations on Liability. The Owner Trustee will not be liable under Landlord and the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as Landlord Parties shall have no personal liability with respect to any of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency provisions of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable Lease. If Landlord is in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property default with respect to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused Lease, Tenant shall look solely to the equity of Landlord in and to the Property for satisfaction of Tenant’s remedies, if any. It is expressly understood and agreed that Landlord’s liability under the terms of this Lease shall in no event exceed the amount of its interest in and to said Property. In no event shall any of the Landlord Parties be personally liable with respect to any of the provisions of this Lease and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, directly through or indirectlyunder Tenant. In no event shall any of the Tenant Parties be personally liable with respect to any of the provisions of this Lease and Landlord hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, forces beyond its controlthrough or under Landlord. Neither Landlord nor any Landlord Party shall be liable to Tenant or any other person for any consequential damages, special or punitive damages, or for loss of business, revenue, income or profits even if caused by the active or passive negligence, or intentional or willful misconduct, of any Landlord Party, and Tenant hereby waives any and all claims for any such damages. Neither Tenant nor any Tenant Party shall be liable to Landlord or any other person for any consequential damages, special or punitive damages, except as set forth in Section 26 hereof, even if caused by the active or passive negligence, or intentional or willful misconduct, of any Tenant Party, and Landlord hereby waives any and all claims for any such damages. Notwithstanding the foregoing, however, the terms of this Section 42 shall in no way be construed to limit Landlord’s rights and remedies against Tenant for loss of rent, including strikes, work stoppages, acts of war, terrorism, civil but not limited to rent recoverable under California Civil Code Section 1951.2 or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances1951.4.

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

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Administrative Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Administrative Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its bad faith, willful misconduct or gross negligence in the performance or omission of its duties, including its duties in taking and retaining custody of the Collateral Asset Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value of a majority any of the Note Balance Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositor, the holder occurrence of the Residual InterestMaturity Date or absent the continuance of an Event of Default, request instructions from the Administrator Servicer and may, after the occurrence of the Maturity Date or during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Administrative Agent, as applicable. The USActive 57710049.13-133- Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) In the Owner Trustee will absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document or electronic communication furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document, certificate, opinion or other document or electronic communication which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Custodian may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Custodian shall not be responsible or liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. (j) Without limiting the generality of any terms of this Section 13.122, the Collateral Custodian shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, the Borrower or any other Person to provide accurate and complete information on a failure timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy, delay or error in the performance or observance on the Collateral Custodian’s part of any of its obligations under this Agreement duties hereunder that is caused by or results from any such inaccurate, incomplete or caused byuntimely information received by it, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes failure on the part of any such other party to comply with the terms hereof. (k) The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document or electronic communication; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Servicer and interruptionsthe Administrative Agent that application and performance by the Collateral Custodian of its various duties hereunder (including, loss without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Servicer, the Administrative Agent, the Borrower and/or any related bank agent, obligor or failures similar party with respect to the Collateral Asset, and the Collateral Custodian shall have no responsibility for the accuracy of mechanicalany such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Custodian to verify, electronic investigate or communication systemsaudit any such information or data, pandemics or epidemics; to determine or monitor on an independent basis whether any issuer of the Owner Trustee Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time. (l) Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will use reasonable efforts consistent with accepted practices in be liable to the banking industry to resume performance as soon as practicable under Servicer, Borrower or any other Person, except by reason of acts or omissions by the circumstances.Collateral Custodian constituting bad faith, willful misconduct or gross negligence of the Collateral Custodian’s duties hereunder. USActive 57710049.13-134-

Limitations on Liability. The Owner Trustee will not be liable under a. Tenant shall neither assert nor seek to enforce any claim against Landlord, or Landlord's agents or employees, or the Transaction Documentsassets of Landlord or of Landlord's agents or employees, including for breach of either the 1995 Lease or the 2001 Lease or otherwise, other than against Landlord's interest in the Property and in the uncollected rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the following actionssatisfaction of any liability of Landlord under either Lease, except it being specifically agreed that in no event shall Landlord or Landlord's agents or employees (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as any of the Closing Date: officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives, and the like, disclosed or undisclosed, thereof) ever be personally liable for any such liability. This Section 8.5 shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or to take any other action which shall not involve the personal liability of Landlord to respond in monetary damages from Landlord's assets other than the Landlord's interest in the Property. In no event shall Landlord or Landlord's agents or employees (ior any of the officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives and the like, disclosed or undisclosed, thereof) the Owner Trustee will not ever be liable for consequential or incidental damages. Without limiting the foregoing, in no event shall Landlord or Landlord's agents or employees (or any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives and the Note Balance of the Controlling Classlike, the Indenture Trusteedisclosed or undisclosed, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (Bthereof) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not ever be liable for indebtedness evidenced by lost profits of Tenant. b. Except as set forth in this Paragraph (b): (1) In no event shall Tenant or created under the Transaction Documents, including the principal of and interest on the Notes Tenant's agents or amounts distributable to the holder employees (or any of the Residual Interest; (iiiofficers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives and the like, disclosed or undisclosed, thereof) the Owner Trustee will not ever be liable for consequential or incidental damages; nor shall Tenant or Tenant's agents or employees (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity any of the Trust Propertyofficers, (Dtrustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives and the like, disclosed or undisclosed, thereof) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not ever be liable for the default or misconduct lost profits of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee;Landlord. (v2) Nothing herein shall relieve Tenant of any liability which it has to Landlord based upon the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance breach of its obligations under this Agreement from Section 8.6, or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry event that Tenant breaches its obligations under either the 1995 Lease or 2001 Lease with respect to resume performance as soon as practicable under the circumstanceshandling, storage, discharge or transportation of hazardous materials or substances in any premises or the Property.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Administrative Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Administrative Agent. (ib) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its bad faith, willful misconduct or gross negligence in the performance or omission of its duties, including its duties in taking and retaining custody of the Collateral Asset Files. (Ad) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, in each case as shall have been determined in a final and non-appealable judgement by a court of competent jurisdiction. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositor, the holder occurrence of the Residual InterestMaturity Date or absent the continuance of an Event of Default, request instructions from the Administrator Servicer and may, after the occurrence of the Maturity Date or during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Administrative Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Administrative Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vii) In the Owner Trustee will absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document, certificate, opinion or other document which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Custodian may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Custodian shall not be responsible or liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action, except to the extent that such inaccuracies or errors are caused by the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (j) Without limiting the generality of any terms of this Section 12.14, the Collateral Custodian shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, the Borrower or any other Person to provide accurate and complete information on a failure timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy, delay or error in the performance or observance on the Collateral Custodian’s part of any of its obligations under this Agreement duties hereunder that is caused by or results from any such inaccurate, incomplete or caused byuntimely information received by it, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptionsfailure on the part of any such other party to comply with the terms hereof, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices except in the banking industry case of the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (k) The Collateral Custodian shall not be bound to resume make any investigation into the facts or matters stated in any certificate, report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Servicer and the Administrative Agent that application and performance by the Collateral Custodian of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Servicer, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Asset, and the Collateral Custodian shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as soon as practicable under it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the circumstancespart of the Collateral Custodian to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time. (l) Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Servicer, Borrower or any other Person, except by reason of acts or omissions by the Collateral Custodian constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the Collateral Custodian’s duties hereunder.

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

Limitations on Liability. The Owner Trustee will may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees, and shall be entitled to and may conclusively rely upon advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for the conduct of any such attorney, agent, receiver or employee if appointed by the Trustee with reasonable care, and the advice of any such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon, and may in all cases pay such reasonable compensation to such attorneys, agents, receivers or employees as may be reasonably employed in connection with the trusts hereof. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, except only for its own negligence or willful misconduct. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Bonds Outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Transaction Documents, including for the following actions, except (a) for Trustee to expend or risk its own willful misconductfunds or otherwise incur any financial liability in the performance of any of its duties hereunder, bad faith or negligence (except for errors in judgment) the exercise of any of its rights or (b) if a representation powers. The Trustee shall not be required to give any bond or warranty surety in Section 6.6 is not true respect to the execution of its trusts and correct as powers hereunder. The permissive rights of the Closing Date: (i) the Owner Trustee will to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein. The Trustee shall not be liable for any action taken or not taken by it (A) according to the instructions error of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) judgment made in good faith which by an officer, director or employee unless it believes shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to be authorized exercise any of the rights or within its rights and powers under vested in it by this Agreement so long as Indenture at the action taken request, order or not taken does not amount to negligence; (ii) direction of any of the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable Owners pursuant to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency provisions of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments Indenture unless there shall have been provided to the Noteholders under Trustee reasonable security or indemnity against the Indenture costs, expenses and liabilities which may be incurred therein or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner thereby. The Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will shall not be responsible or liable for specialany loss suffered in connection with the investment of moneys made by it in accordance with Article VI. In situations where a Favorable Opinion of Bond Counselor an opinion of Bond Counsel is required or requested to be delivered under this Indenture, punitive, indirect the Agreement or consequential damages (including lost profit), even if the Owner Trustee has been advised Tax Agreement after the date of delivery of the likelihood of Bonds, the loss or damage Trustee shall accept (unless otherwise directed by the Company) an opinion in such form and regardless of the form of action; or (vi) the Owner Trustee with such disclosures as may be required so that such opinion will not be responsible treated as a “covered opinion” for purposes of the United States Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10. Whether or liable for a failure not expressly so provided, every provision of this Indenture relating to the conduct or delay in affecting the performance liability of its obligations under the Trustee shall be subject to the provisions of this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts Article IX and shall extend to the Registrar and employees and agents of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes the Trustee and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesRegistrar.

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

Limitations on Liability. (a) The Owner Trustee will Reinsurer shall not indemnify or be liable pursuant to this Agreement or otherwise for any of the Company's risk, to the extent any damages result from the negligent acts or omissions to act. reckless or intentional wrongs, fraud, oppression or bad faith of the Company. The Reinsurer shall be liable and indemnify the Company fully for all losses arising from the negligent acts or omissions to act, reckless or intentional wrongs, fraud, oppression or bad faith of the Reinsurer acting in connection with a HMO Plan reinsured hereunder. (b) The Company does not indemnify and shall not be liable under pursuant to this Agreement or otherwise for any of the Transaction DocumentsReinsurer's risk, including for to the following actionsextent any damages result from the negligent acts or omissions to act, except (a) for its own willful misconductreckless or intentional wrongs, fraud. Oppression or bad faith of the Reinsurer. The Company shall be liable and indemnify the Reinsurer fully for all losses arising from the negligent acts or negligence omissions to act, reckless or intentional wrongs, fraud, oppression or bad faith of the Company acting in connection with a HMO Plan reinsured hereunder. (except for errors in judgmentc) or (b) if a representation or warranty The Reinsurer shall be liable, based on the applicable percentages set forth in Section 6.6 is not true 2.1 and correct as of Schedule A, and subject to the Closing Date:election permitted by Section 6.2, for any losses arising from non-negligent acts or omissions to act taken by the Company in good faith pursuant to HMO Plans reinsured hereunder. (id) the Owner Trustee will The Reinsurer shall not be liable for any action taken or not taken by it (A) according to the instructions extracontractual liability of the Noteholders Company, or for other loss or liability arising from the action or actions of a majority health care provider in connection with the provision of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers services under this Agreement so long as the action taken or not taken does not amount to negligence;HMO Plans. (iie) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency For purposes of this Agreement, (B) any damages, claims, liabilities or other expenses for which the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity Reinsurer shall be liable shall be net of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance appropriate share of any perfection and priorityrecoveries from third parties, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders including, without limitation, recoveries under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesStop-Loss Reinsurance Contracts.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligenceServicer; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivablethe 20 - Exchange Note, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (HG) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for The Servicer shall discharge its own willful misconductduties hereunder and under the Power of Attorney with appropriate skill and care, bad faith but shall have no liability with respect to, and shall not be obligated to indemnify or negligence (except for errors hold harmless any party including, without limitation, the Trust or any of its affiliates, employees, agents or other representatives from or against, any cost, expense, damage or liability arising out of or otherwise in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as respect of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions performance of the Noteholders Services or under the Power of a majority of Attorney. It is expressly understood and agreed by the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or parties hereto that the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will shall not be liable for the default or misconduct obligations of the Trust other than as provided in this Agreement. Without limiting the foregoing, the Trust shall indemnify the Servicer, the Administratorits affiliates, stockholders, directors, officers, employees, agents and representatives (col lectively, the Depositor"Indemnified Parties") and hold them harmless from and against ------------------- any and all losses, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trusteeliabilities, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for specialclaims, punitive, indirect or consequential damages and expenses (including lost profit), even if reasonable attorney's fees and expenses) suffered or incurred by or on behalf of any Indemnified Party arising out of or based upon the Owner Trustee has been advised defense of the likelihood of the loss any claim or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for litigation brought by a failure or delay in third party with respect to the performance by any Indemnified Party of its their obligations under this Agreement or under the Power of Attorney; provided, however, that the Trust shall not be liable to any -------- ------- Indemnified Party to the extent that liability of any Indemnified Party arises primarily from such party's material breach of this Agreement by bad faith, fraud, willful misconduct or caused gross negligence. (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Trustee of the Trust under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it thereby, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (iii) except as Wilmington Trust Company shall otherwise expressly agree, nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressly or impliedly contained herein, all such liability, if any, being expressly waived by the Servicer and by any person claiming by, directly through or indirectlyunder it and (iv) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expense of the Trust or be liable for the breach or failure of any obligation, forces beyond its controlrepresentation, including strikes, work stoppages, acts of war, terrorism, civil warranty or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes covenant made or other natural catastrophes and interruptions, loss undertaken by the Trust under this Agreement or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesTrust Agreement.

Limitations on Liability. The Owner Trustee will not be liable under In no event shall the Transaction Documents, including for the following actions, except aggregate Liabilities of (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) Buyer or (b) if a representation or warranty in Section 6.6 is not true Sellers and correct as the Agent under this Agreement exceed the Purchase Price. None of the Closing Date: (i) Sellers, Buyer the Owner Trustee will not Agent or the Non-Recourse Parties shall be liable for any action taken special, indirect, incidental, consequential, punitive, exemplary or not taken by it (A) according to the instructions similar damages of the Noteholders of a majority of the Note Balance of the Controlling Classany kind whatsoever in any way due to, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator resulting from or arising in connection with this Agreement or the Servicer or transactions contemplated hereby. The foregoing limitations of Liability shall not apply to (Bi) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; Liabilities arising from such Person’s fraud, (ii) the Owner Trustee will not indirect, incidental, or consequential damages or Liabilities that would be liable for indebtedness evidenced by reasonably foreseeable to result from a breach of this Agreement under an objective standard, or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) Liabilities arising out of or relating to Buyer’s failure to comply with the Owner Trustee will not be liable for (A) the validity or sufficiency of this Ombudsman Report. [SIGNATURE PAGE TO INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT] Reference is made to that certain Asset Purchase Agreement, dated as of , 2018 (B) the due execution of this Agreement “Purchase Agreement”), by and among (“Buyer”), The Bon-Ton Stores, Inc., a Delaware corporation (the Depositor“Company”), (C) the form, genuineness, sufficiency, value or validity and each of the Trust Property, Company’s Subsidiaries party thereto (D) together with the validity or sufficiency of the other Transaction DocumentsCompany, the Notes “Assignors”). To the extent that any Assignor is unable or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property unwilling to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of fully perform its obligations under this the Purchase Agreement to lawfully perfect the transfer of any Acquired Assets (as defined in the Purchase Agreement) from such Assignor to Buyer or caused byany of its designated subsidiaries (Buyer or such subsidiary, directly the “Assignee”) and any consent or indirectlyapproval is required for the transfer of such Acquired Assets in accordance with the Purchase Agreement, forces beyond each Assignor hereby designates and appoints Buyer or its controlassigns or its duly authorized officer or agent as such Assignor’s agent and attorney-in-fact to act for and in such Assignor’s behalf and instead of such Assignor, including strikesto execute and file any registration, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes application or other natural catastrophes document and interruptionsto do all other lawfully permitted acts to perfect such transfer of such Acquired Assets. THE BON-TON STORES INC. By: Name: Title: THE BON-TON DEPARTMENT STORES, loss or failures INC. By: Name: Title: BON-TON DISTRIBUTION LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, INC. By: Name: Title: MCRIL, LLC By: Name: Title: This Trademark Assignment Agreement (“Assignment”) is entered into this day of mechanical, electronic or communication systems2018 (the “Effective Date”) by and between , pandemics or epidemics; having a mailing address of (“Assignor”) and , having a mailing address of (“Assignee”) (collectively, the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances“Parties”).

Limitations on Liability. (a) Notwithstanding anything in this Agreement to the contrary, in no event shall the cumulative indemnification obligations of the Stockholders under this Agreement in the aggregate exceed an amount equal to the Indemnity Escrow Amount less any amount paid to Parent from the Indemnity Escrow Account pursuant to Section 2.8. The Owner Trustee will right of the Parent Indemnified Parties to indemnification or any other payment pursuant to this Agreement shall be limited to the Indemnity Escrow Funds (other than income earned in respect of the Indemnity Escrow Funds) then held in escrow pursuant to the Escrow Agreement and not previously distributed pursuant to the terms of the Escrow Agreement, Section 2.8 or this Article VIII and no indemnification or other payment shall be payable other than from the remaining Indemnity Escrow Funds, if any. In no event shall any Stockholder have any personal liability for the payment of any indemnification payments hereunder. (b) Notwithstanding anything in this Agreement to the contrary, the Stockholders shall not be liable to the Parent Indemnified Parties for indemnification under Section 8.2(a) to the extent such Losses were actually included or otherwise actually taken into account in the calculation of Cash, Indebtedness or Company Transaction DocumentsExpenses for purposes of calculating the Merger Consideration. (c) Notwithstanding anything in this Agreement to the contrary, including the Stockholders shall not be liable to the Parent Indemnified Parties for the following actionsindemnification under Section 8.2(a)(i) (other than with respect to a claim for indemnification based upon, except (a) for its own willful misconductarising out of, bad faith with respect to or negligence (except for errors by reason of any inaccuracy in judgment) or (b) if a breach of any representation or warranty in Section 6.6 is not true and correct as 4.1, Section 4.2, Section 4.3, Section 4.20 (collectively, the “Stockholder Excepted Matters”), until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a)(i) (other than those based upon, arising out of, with respect to or by reason of the Closing Date:Stockholder Excepted Matters) exceeds eight million dollars ($8,000,000) (the “Basket Amount”), whereupon the Parent Indemnified Parties shall be entitled to receive only amounts for Losses in excess of the Basket Amount and, in which case, the Parent Indemnified Parties shall be entitled to indemnification for the amount of such Losses up to the Indemnity Escrow Amount less any previous disbursements pursuant to Section 2.8 or this Article VIII. No individual claim (or series of related claims arising from the same underlying facts, events or circumstances) by a Parent Indemnified Party may be asserted (and no Parent Indemnified Party shall be entitled to indemnification with respect to any such claim or series of related claims arising from the same underlying facts, events or circumstances) with respect to Section 8.2(a)(i) unless the aggregate amount of Losses that would be payable with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) exceeds an amount equal to $175,000, and any such individual claim (or series of related claims arising from the same underlying facts, events or circumstances) for amounts less than $175,000 shall not be applied to or considered for purposes of determining whether the Basket Amount has been reached. Losses incurred by Parent Indemnified Parties for any breach of a Stockholder Excepted Matter or any of the matters set forth in Sections 8.2(a)(ii) through 8.2(a)(iv) shall not be subject to the Basket Amount. (id) Notwithstanding anything in this Agreement to the Owner Trustee will not contrary, neither Parent nor Merger Sub shall be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of Stockholder Indemnified Parties for indemnification under Section 8.2(b)(i) (other than with respect to a majority of the Note Balance of the Controlling Classclaim for indemnification based upon, the Indenture Trusteearising out of, the Depositor, the holder of the Residual Interest, the Administrator with respect to or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance reason of any perfection and priority, (G) the sufficiency inaccuracy in or breach of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a any representation or warranty made in Section 5.1, Section 5.2 and Section 5.6 (collectively, the “Parent Excepted Matters”), until the aggregate amount of all Losses in respect of indemnification under a Transaction Document Section 8.2(b)(i) (other than the representations and warranties made those based upon, arising out of, with respect to or by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct reason of the ServicerParent Excepted Matters) exceeds the Basket Amount, whereupon the Administrator, the Depositor, the holder Stockholder Indemnified Parties shall be entitled to receive only amounts for Losses in excess of the Residual Interest Basket Amount. No individual claim (or series of related claims arising from the Indenture Trustee under same underlying facts, events or circumstances) by a Stockholder Indemnified Party may be asserted (and no Stockholder Indemnified Party shall be entitled to indemnification with respect to any such claim or series of related claims arising from the Transaction Documents or for any action taken by the Indenture Trusteesame underlying facts, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; events or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) Notwithstanding any provision to the contrary in this Supplement or the Agreement to the contrary, indemnification payments and other amounts described herein as payable by the Seller hereunder (including, without limitation, amounts payable pursuant to Section 9.05) shall be payable only from Available Seller Funds (and, as a result, may be payable from any allocable Trust Asset only if, to the extent that, and after such Trust Asset shall have been distributed to the Seller in accordance with the terms of the Agreement and the Supplements thereto). Unless and until sufficient Available Seller Funds become available to pay any such amount in accordance with the immediately preceding sentence, such indemnification payments and other amounts shall not be due and payable until a year and a day after the Collection Date for its own willful misconduct, bad faith or negligence (except for errors in judgment) or the last then outstanding Series. (b) if a representation or warranty in Section 6.6 is not true and correct as None of the Closing Date: (i) members, managers, officers, employees, agents, stockholders, holders of limited liability company interests, officers or directors of or in the Owner Trustee will not Seller or the Master Servicer, past, present or future, shall be liable under any liability to the Trust, the Trustee, the Series 1997-1 Certificateholders or any other Person for any action taken or not taken by it (A) according for refraining from the taking of any action in such capacities or otherwise pursuant to the instructions Agreement or this Supplement or for any obligation or covenant under the Agreement or this Supplement, it being understood that, with respect to the Seller, the Agreement and this Supplement and the obligations created thereunder and hereunder shall be, to the fullest extent permitted under applicable law, solely the limited liability company or corporate obligations of the Noteholders of a majority of Seller or the Note Balance of the Controlling ClassMaster Servicer, as applicable. The Seller, the Indenture TrusteeMaster Servicer and any member, the Depositormanager, the officer, employee, agent, stockholder, holder of limited liability company interest, officer or director of or in the Residual Interest, the Administrator Seller or the Servicer or (B) Master Servicer, as applicable, may rely in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance any document of any perfection kind prima facie properly executed and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document submitted by any Person (other than the representations and warranties made by Seller or any Affiliate thereof, in the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct case of the ServicerSeller, or the AdministratorMaster Servicer or any Affiliate thereof, in the Depositor, the holder case of the Residual Interest or the Indenture Trustee under the Transaction Documents or for Master Servicer) respecting any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesmatters arising hereunder.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconductThe Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, bad instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or negligence parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (except for errors in judgmenta) the written instructions of any designated officer of the Facility Agent or (b) if a representation or warranty in Section 6.6 is not true and correct as the verbal instructions of the Closing Date:Facility Agent. (ia) The Collateral Custodian may consult counsel satisfactory to it and the Owner Trustee will advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (b) The Collateral Custodian shall not be liable for any action error of judgment, or for any act done or step taken or not taken omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of the grossly negligent performance of its duties in taking and retaining custody of the Collateral Obligation Files. (Ac) according The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the instructions content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Noteholders Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of a majority any of the Note Balance Collateral. DOCPROPERTY DocID \* MERGEFORMAT USActive 61774393.5 -144- (d) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (e) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (f) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the Controlling Classother parties hereto or any parties to the Collateral. (g) In case any reasonable question arises as to its duties hereunder, the Indenture TrusteeCollateral Custodian may, prior to the Depositoroccurrence of an Event of Default or the Facility Termination Date, request instructions from the holder Servicer and may, after the occurrence of an Event of Default or the Residual InterestFacility Termination Date, request instructions from the Administrator or Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or (B) the Facility Agent, as applicable. The Collateral Custodian shall in good faith which it believes to be authorized all events have no liability, risk or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or cost for any action taken by pursuant to and in compliance with the Indenture Trustee, the Administrator or the Servicer in the name instruction of the Owner Trustee; (v) Facility Agent. In no event shall the Owner Trustee will not Collateral Custodian be responsible or liable for special, punitiveindirect, indirect punitive or consequential damages loss or damage of any kind whatsoever (including but not limited to lost profitprofits), even if the Owner Trustee Collateral Custodian has been advised of the likelihood of the such loss or damage and regardless of the form of action; or. (vih) Each of the Owner Trustee will not protections, reliances, indemnities and immunities offered to the Collateral Agent in Section 11.7 and Section 11.8 shall be responsible or liable for a failure or delay in afforded to the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesCollateral Custodian.

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

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

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

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

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as The Trustee may execute any of the Closing Date: (i) trusts or powers hereof and perform the Owner Trustee will duties required of it hereunder by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not omitted to be taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights on the basis of such advice, and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will shall not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable answerable for the default or misconduct of any such attorney, agent or employee selected by it with reasonable care. The Trustee shall not be answerable for the Servicerexercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trust created hereby, the Administrator, the Depositor, the holder except only for its own gross negligence or willful misconduct. (b) The permissive rights of the Residual Interest or Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee under the Transaction Documents or shall not be liable for any action reasonably taken or omitted to be taken by it in good faith and reasonably believed by it to be within its discretion or power conferred upon it hereby. (c) Whenever in the administration of this Indenture Trusteethe Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or under the Agreement, the Administrator or the Servicer Trustee may, in the name absence of bad faith on its part, rely upon a Certificate of the Owner Trustee;Borrower. (vd) Prior to taking any action under the Owner Agreement or this Indenture, the Trustee will shall be entitled to a certificate of an Authorized Borrower Representative and/or an opinion of counsel with respect to the proposed action, which certificate and/or opinion shall confirm that all conditions precedent, if any, have been satisfied. (e) The Trustee shall not be responsible required to give any bond or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in surety with respect to the performance of its obligations duties or the exercise of its powers under this Agreement from Indenture. (f) The Trustee shall not be bound to ascertain or caused byinquire as to performance or observance of any covenants, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes conditions or other natural catastrophes and interruptions, loss agreements on the part of the Borrower or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable Issuer under the circumstancesAgreement or this Indenture, as the case may be, except as specifically provided for herein. The Trustee shall have no obligation to perform any of the duties of the Issuer or the Borrower under the Agreement or this Indenture.

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

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

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) All of Purchaser's representations, warranties, covenants and indemnities made in this Agreement and in the Closing Documents shall survive the Closing until the expiration of the Survival Period or, with respect to any specific obligation for its own willful misconductwhich a different survival period is provided therefor (or for which the period of survival is expressly provided in this Agreement to be unlimited), bad faith the expiration (if any) of such different survival period (if any). On the expiration of the Survival Period, all representations, warranties, covenants and indemnities of Purchaser to which the Survival Period applies shall be of no further force or negligence effect except to the extent that with respect to any particular alleged misrepresentation, breach or indemnity claim, Seller gives Purchaser notice of such alleged misrepresentation, breach or indemnity claim, with reasonable detail as to the nature of such misrepresentation, breach or indemnity claim, prior to the expiration of the Survival Period and files an action against Purchaser with respect to such alleged misrepresentation, breach or indemnity claim within ninety (90) days after the giving of such notice. If Closing occurs, Purchaser shall have no liability or obligation to Seller under or arising out of or relating to this Agreement or the Closing Documents except for errors misrepresentations, breaches or defaults by Purchaser of the representations, warranties, covenants and indemnities in judgment) this Agreement or the Closing Documents, or both, that survive Closing, as such may be limited by this Agreement or the Closing Documents, or both. Following Closing, Seller's sole and exclusive remedies for any Purchaser misrepresentation or breach of Purchaser's warranties, covenants or indemnities shall be equitable remedies and an action at law for, and recovery under any such claim shall be limited to, actual damages as a consequence thereof, and in no event shall Purchaser be liable for any consequential, punitive or exemplary damages of any nature whatsoever (other than to the limited extent with respect to any indemnity claim by Seller, as specifically provided and limited to the circumstances described in the immediately following sentence). Seller shall not seek, and hereby waives, any right to recover, any consequential, punitive or exemplary damages, except to the extent Seller is liable to a third party therefor and such liability is covered by Purchaser's indemnification obligations under this Agreement or the Closing Documents, or both. (b) if All of Seller's representations, warranties, covenants and indemnities in this Agreement or in the Closing Documents shall survive the Closing until the expiration of the Survival Period. On the expiration of the Survival Period, all such representations, warranties, covenants and indemnities shall be of no further force or effect except to the extent that, with respect to any particular alleged misrepresentation, breach or indemnity claim, Purchaser gives Seller notice of such alleged misrepresentation, breach or indemnity claim, with reasonable detail as to the nature of such alleged misrepresentation, breach or indemnity claim, prior to the expiration of the Survival Period and files an action against Seller with respect to such alleged misrepresentation, breach or indemnity claim within ninety (90) days after the date of providing such notice. If Closing occurs, Seller shall have no liability or obligation to Purchaser under or arising out of or relating to this Agreement, the Closing Documents or the Asset except for misrepresentation, breaches or defaults by Seller of the representations, warranties, covenants and indemnities in this Agreement or the Closing Documents, or both, that survive Closing, as such may be limited by this Agreement or the Closing Documents, or both. Following Closing, Purchaser's sole and exclusive remedies for any Seller misrepresentation or breach of Seller's warranties, covenants or indemnities shall be equitable remedies and an action at law for, and recovery under any such claim shall be limited to, actual damages as a representation consequence thereof, and in no event shall Seller be liable for any consequential, punitive or warranty exemplary damages of any nature whatsoever (other than to the limited extent with respect to any indemnity claim by Purchaser, as specifically provided and limited to the circumstances described in the immediately following sentence). Purchaser shall not seek, and hereby waives, any right to recover, any such consequential, punitive or exemplary damages, except to the extent Purchaser is liable to a third party therefor and such liability is covered by Seller's indemnification obligations under this Agreement or the Closing Documents, or both, subject, however, to the other limitations on Seller's liability set forth in this Agreement or the Closing Documents, or both. (c) Notwithstanding anything to the contrary contained in this Section 6.6 is not true and correct as 8.3, Seller shall have no liability to Purchaser for the misrepresentation or breach of any of Seller's warranties, covenants or indemnities in, or under or pursuant to, this Agreement or any of the Closing Date: Documents unless the loss resulting from Seller's misrepresentations or breach or breaches of its warranties, covenants and indemnities exceeds, in the aggregate, Fifty Thousand and No/100 Dollars ($50,000.00), in which event Seller shall be liable for each dollar of damages resulting from the misrepresentation or misrepresentations or breach or breaches of its representations, warranties, covenants and indemnities, as applicable, pursuant to this Agreement or any of the Closing Documents, subject, however, to the following provisions of this Section 8.3. Seller's total liability for any and all misrepresentations and breaches of all representations, warranties, covenants and indemnities contained in, under or pursuant to this Agreement and Closing Documents, or any of them, shall be limited to, and shall not exceed Two Million and No/100 Dollars ($2,000,000.00) in the aggregate (the “Cap”); provided, however, that the Cap shall not apply to: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to limited warranty of title set forth in the instructions of the Noteholders of a majority of the Note Balance of the Controlling ClassLimited Warranty Deed, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of prorations and interest on the Notes or amounts distributable to the holder of the Residual Interest; adjustments set forth in Section 7.4; (iii) any indemnity obligations or liabilities of Seller under Section 10.1, and (iv) any indemnity obligations of Seller set forth in the Owner Trustee will not be liable Closing Documents. (d) Seller shall have no liability whatsoever for any misrepresentation or breach of any representation, warranty, covenant or indemnity of Seller, if (Ax) the validity misrepresentation, breach or sufficiency indemnity claim in question results from or is based on a condition, state of this Agreementfacts or other matter of which Purchaser or any of the Purchaser Parties had actual, conscious knowledge prior to the Closing or that was contained in any of the Due Diligence Material, in any of Seller's files, books or records made available to Purchaser for inspection, in any of the Estoppel Certificates or in any other estoppel certificates received in connection with or related to the Asset, and (By) Purchaser elected to consummate the due execution Closing despite having a right to terminate the Agreement on the basis of such conditions, facts or other matter. In addition, without limiting Purchaser’s rights under Section 8.2(a) in the event of a Seller Closing Default, Seller shall have no liability whatsoever for any misrepresentation or breach of any representation, warranty or covenant herein if this Agreement by is terminated (and not reinstated) prior to the Depositor, (C) the form, genuineness, sufficiency, value or validity consummation of the Trust Property, Closing. (De) the validity or sufficiency For purposes of the other Transaction DocumentsSection 8.3(b) and (c), the Notes or related documentsterm "indemnity" (and all derivations thereof) shall include, (E) unless the legalitycontext otherwise expressly requires, validity the express obligations and enforceability covenants, if any, of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest Seller under this Agreement and the Closing Documents, or (H) the accuracy any of a representation or warranty made under a Transaction Document (other than the representations them, as applicable, to defend and warranties made by the Owner Trustee hold harmless in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct addition to any express obligations of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations Seller under this Agreement from and the Closing Documents, or caused byany of them, directly or indirectlyas applicable, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesindemnify.

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

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

Limitations on Liability. The Owner Trustee will may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for the conduct of the same if appointed by the Trustee with reasonable care, and the advice of any such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, except only for its own gross negligence or willful misconduct. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than 25% in aggregate principal amount of the Bonds Outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Transaction Documents, including for the following actions, except (a) for Trustee to expend or risk its own willful misconductfunds or otherwise incur any financial liability in the performance of any of its duties hereunder, bad faith or negligence (except for errors in judgment) the exercise of any of its rights or (b) if a representation or warranty in Section 6.6 is not true and correct as powers. The permissive rights of the Closing Date: (i) the Owner Trustee will to do things enumerated in this Trust Indenture shall not be construed as a duty unless so specified herein. The Trustee shall not be liable for any action taken or not taken by it (A) according to the instructions error of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) judgment made in good faith by a responsible officer, director or employee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Trust Indenture unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which it believes to may be authorized incurred therein or within its rights and powers under this Agreement so long as the action taken thereby. -59- Forsyth Series 1998B Trust Indenture Whether or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documentsexpressly so provided, including the principal every provision of and interest on the Notes or amounts distributable this Trust Indenture relating to the holder conduct or affecting the liability of the Residual Interest; (iii) Trustee shall be subject to the Owner Trustee will not be liable for (A) the validity or sufficiency provisions of this AgreementArticle X and shall extend to the Registrar, (B) the due execution of this Agreement by the DepositorPaying Agents, (C) the form, genuineness, sufficiency, value or validity and employees and agents of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.