Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Servicer Administrator to, pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuing Entity shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee. The Issuer Issuing Entity shall, or shall cause the Servicer Administrator to, pursuant to the Administration Agreement, indemnify the Indenture Trustee against any and all loss, liability liability, claim, damage or expense (including attorneys’ reasonable and documented legal fees and expensesexpenses and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee of any indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Servicer Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Servicer Administrator shall not relieve the Issuer Issuing Entity or the Servicer Administrator of its obligations hereunder. The Issuer Issuing Entity shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer Issuing Entity shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer Issuing Entity nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Servicer to to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed to between the Issuing Entity and the Indenture Trustee in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuing Entity shall, or shall cause the Servicer to to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Issuing Entity shall or shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Servicer shall not relieve the Issuer Issuing Entity or the Servicer of its respective obligations hereunder. The Issuer Issuing Entity shall, or shall cause the Servicer to, defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer Issuing Entity shall, or shall cause the Administrator Servicer to, pay the reasonable fees and expenses of such counsel. Neither Notwithstanding anything to the Issuer contrary contained herein, neither the Issuing Entity nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (e) with respect to the Issuerv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, claim, liability or expense (including attorneys’ fees and expenses, including fees and expenses with respect to enforcement of this indemnity) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, claim, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture or Trustee shall be entitled only to compensation for its services for the earlier period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, expenses and disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(e) or (ef) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Servicer to to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed to between the Issuing Entity and the Indenture Trustee in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuing Entity shall, or shall cause the Servicer to to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Issuing Entity shall or shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Servicer shall not relieve the Issuer Issuing Entity or the Servicer of its respective obligations hereunder. The Issuer Issuing Entity shall, or shall cause the Servicer to, defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer Issuing Entity shall, or shall cause the Administrator Servicer to, pay the reasonable fees and expenses of such counsel. Neither Notwithstanding anything to the Issuer contrary contained herein, neither the Issuing Entity nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (e) with respect to the Issuerv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (e) with respect to the Issuerv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The (a) Pursuant to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services, as separately agreed. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee Trustee, pursuant to Section 5.7(a) of the Sale and Servicing Agreement, for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it the Trustee without willful misfeasance, negligence or bad faith on the Trustee's part arising out of or in connection with the acceptance or the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with therewith and including any loss, liability or expense directly or indirectly incurred (regardless of negligence on the part of the Trustee or the Issuer) by the Trustee as a result of any penalty or other cost imposed by the Internal Revenue Service or other taxing authority (except any penalties arising out of fees paid to the Trustee or as a result of any action taken contrary to the Indenture) related to the tax status of the Issuer or the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations hereunderunder Article XII of the Sale and Servicing Agreement. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesfees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The Indenture Trustee shall be compensated and indemnified by the Seller in accordance with Section 4(b) of the Administration Agreement, and all amounts owing to the Indenture Trustee hereunder in excess of such amount shall be paid solely as provided in Section 3.05 hereof (subject to the priorities set forth therein). The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collectionTrustee Additional Expenses, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel. Neither the The Issuer nor the Servicer need is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Administrator or Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Administrator or Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Administrator or Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesTransaction Documents. The Indenture Trustee shall notify the Issuer Issuer, the Servicer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuer, the Servicer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Administrator or Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, or Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator or Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee conclusively determined by a court of law of competent jurisdiction to have been incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The parties hereto agree and acknowledge that, notwithstanding anything to the contrary, all payments required to be made pursuant to this Section 6.07 shall not be made from the Trust Assets; provided, however, if an Event of Default has occurred, payments required to be made pursuant to this Section 6.07, to the extent unpaid, shall be paid in accordance with Section 5.06; provided, further, that any payments required to be made pursuant to this Section 6.07, if unpaid, shall not constitute a general recourse claim against the Issuer. Anything in this Agreement Indenture or any other Transaction Documents to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's, Xxxxxxxx's and Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or and removal of the Indenture TrusteeTrustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against Trustee, its directors, officers and agents for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ ' fees and expensesdisbursements) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer Depositor to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses including the reasonable expenses and disbursements of its counsel incurred or made by it as provided in such separate agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all losslosses, liability claims, actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as Indenture Trustee) or expense expenses (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocuments. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder and under the other Basic Documents. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such counseldefense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or and removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee; provided, however, that neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, expenses and disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to Each of the Indenture Trustee and the Securities Administrator shall be paid by the Master Servicer from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation a portion of a trustee of an express trustthe Master Servicing Fee. The Issuer shall cause the Servicer to reimburse the Indenture Trustee, the Securities Administrator and the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s the Securities Administrator’s or the Owner Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify each of the Indenture Trustee Trustee, the Securities Administrator and the Master Servicer and hold each of them harmless against any and all claim, tax, penalty, loss, liability or expense (including attorneys’ fees and expenses) of any kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other of the Basic Document or in connection with the NotesDocuments. The Indenture Trustee Trustee, the Securities Administrator or the Master Servicer, as applicable, shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee Trustee, the Securities Administrator or the Master Servicer to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder, unless the Issuer is materially prejudiced thereby. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may Trustee, the Securities Administrator or the Master Servicer, as applicable (each an “Indemnified Party”) shall have the right to employ separate counsel with respect to any such claim and to participate in the Issuer shalldefense thereof, or shall cause the Administrator to, pay but the fees and expenses of such counsel. Neither counsel shall be at the expense of such Indemnified Party unless: (i) the employment thereof has been specifically authorized by the Issuer nor in writing; (ii) such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Servicer need Issuer and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel or (iii) the Issuer has failed to assume the defense of such claim within a reasonable period of time following written notice thereof, it being understood, however, with respect to any event described in clause (ii) or clause (iii) hereof, that the Issuer shall not, in connection with any one such claim or separate but substantially similar or related claims in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such Indemnified Parties, which firm shall be designated in writing by the Indemnified Parties. The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee Trustee, the Securities Administrator or the Master Servicer through the Indenture Trustee’s, the Securities Administrator’s or the Master Servicer’s own willful misconduct, negligence or bad faith. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained herein, in no event the Issuer shall not settle any claim involving the Indenture Trustee be liable for special, indirect or consequential loss or damage without the Indenture Trustee’s prior written consent unless such settlement involves a complete and absolute release of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised from any and all liability in connection with such claim. The Issuer shall indemnify each of the likelihood of such loss or damage Originator and regardless the Seller to the extent set forth in Section 5.2 of the form of actionMortgage Loan Sale and Contribution Agreement. The Issuer’s payment and indemnification obligations to the Indenture Trustee, the Securities Administrator, the Master Servicer and the Owner Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the earlier resignation or removal of the Indenture Trustee, the Securities Administrator or the Master Servicer. When the Indenture Trustee, the Securities Administrator, the Master Servicer or the Owner Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, 's negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee; provided, however, that neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's negligence or bad faith. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between NMAC and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collectioncollection and the costs of implementing any Currency Swap Agreement as contemplated by Section 9.02, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesthereunder. The Indenture Trustee shall notify the Issuer Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. The Issuer shall, Administrator shall defend or shall cause the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, Administrator shall pay or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The IssuerAdministrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(f) or (eg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to As compensation for its services hereunder, the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The receive, on each Distribution Date, the Indenture Trustee’s 's Fee and Transition Expenses pursuant to Section 5.01 of the Sale and Servicing Agreement (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer ) and shall cause the Servicer be entitled to reimburse the Indenture Trustee reimbursement in addition to Transition Expenses, for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall agrees to cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under hereunder. Such indemnity shall not be an expense of the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesTrust. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, shall or shall cause the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need to reimburse any expense or to indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. This indemnity shall survive the termination of this Indenture. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses or provides services after the occurrence of a Default specified in Section 5.01(d5.1(e) or (ef) hereof with respect to the Issuer, the expenses and fees for such services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time shall be entitled to time reasonable $3,000 per annum as compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustservices hereunder. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocument. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder if no prejudice to the Issuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall except that the Indenture Trustee shall not be liable (i) for specialany error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, indirect (ii) with respect to any action it takes or consequential loss or damage omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any kind whatsoever (including but not limited to lost profits), even if event unless a Responsible Officer of the Indenture Trustee has been advised of the likelihood of such loss actual knowledge thereof or damage and regardless of the form of actionhas received written notice thereof. The IssuerAdministrator’s payment obligations and indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocument. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder if no prejudice to the Issuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement The Issuer's payment obligations to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if and the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices in accordance with a separate agreement between the Servicer and the Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the acceptance or the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations hereunderunder Article X of the Sale and Servicing Agreement. The Issuer shall, shall or shall cause the Servicer to, to defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or and the earlier resignation or removal of the Indenture TrusteeTrustee subject to a satisfaction of the Rating Agency Condition. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and Servicing Agreement) to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and Servicing Agreement) to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including pursuant to Section 6.08 and costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and Servicing Agreement) to indemnify the Indenture Trustee against any and all loss, liability liability, claim, damage or expense (including attorneys’ the fees and expensesof either in-house counsel or outside counsel, but not both) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Servicer shall not relieve the Issuer Issuing Entity or the Servicer of its obligations hereunder. The Issuer shall, Issuing Entity shall or shall cause the Servicer to, to defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer shall, Issuing Entity shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer Issuing Entity nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, a fee to be paid by the Master Servicer as provided in a separate agreement between such parties. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Collection Account, as provided in the Sale and Servicing Agreement, for all reasonable out-of-ordinary out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its servicesservices (as provided in the Sale and Servicing Agreement). Such Reimbursable expenses under this Section shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee Trustee, any co-trustee and their respective employees, directors and agents, as provided in the Sale and Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Servicer Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Servicer Trust Administrator shall not relieve the Issuer or the Servicer Trust Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee and any co-trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither counsel shall be payable on behalf of the Issuer nor from funds in the Servicer need Collection Account. The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or any co-trustee, as applicable, through the Indenture Trustee’s 's or co-trustee's, as the case may be, own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's obligations to the Indenture Trustee and any co-trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (evi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the . The Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against Trustee, its directors, officers and agents for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ fees and expensesdisbursements) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Administrator or Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Administrator or Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Administrator or Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Administrator or Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, or Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator or Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement The parties hereto agree and acknowledge that, notwithstanding anything to the contrary notwithstandingcontrary, all payments required to be made pursuant to this Section 6.07 shall not be made from the Trust Assets; provided, however, if an Event of Default has occurred payments required to be made pursuant to this Section 6.07, to the extent unpaid, shall be paid in no event accordance with Section 5.06; provided, further, that any payments required to be made pursuant to this Section 6.07, if unpaid, shall not constitute a general recourse claim against the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionIssuer. The Issuer’s 's, Servicer's and Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Administrator or Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as Indenture Trustee and as Paying Agent (if the Indenture Trustee serves as such) to the extent such compensation is not otherwise paid to the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Administrator or the Servicer to reimburse the Indenture Trustee for all reasonable out-–of-–pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Administrator or the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder or hereunder, under the Sale Transfer and Servicing Agreement or under and any other Basic Document document or in connection with transaction contemplated herewith or therewith or as a Paying Agent for the NotesIssuer. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Administrator or the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, or the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator or the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment and indemnification obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or and the earlier removal or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(dsubsections 5.01(j) or and (ek) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawInsolvency Law.

Compensation and Indemnity. The Issuer Indenture Trustee, as compensation for its activities hereunder, shall cause be entitled to withdraw from the Servicer Payment Account on each Payment Date prior to pay making distributions pursuant to Section 3.05 the Trustee Fee for such Payment Date. The Indenture Trustee shall be indemnified by the Seller in accordance with Section 4(b) of the Administration Agreement, and all amounts owing to the Indenture Trustee from time hereunder in excess of such amount shall be paid solely as provided in Section 3.05 hereof (subject to time reasonable compensation for its servicesthe priorities set forth therein). The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collectionTrustee Additional Expenses, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel. Neither the The Issuer nor the Servicer need is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture; provided that the Indenture or Trustee shall be entitled only to compensation for its services for the earlier period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer Depositor to pay to the Indenture Trustee from time to time and the Indenture Administrator reasonable compensation for its servicestheir respective services in accordance with a separate agreement between the Depositor, the Indenture Trustee and the Indenture Administrator and shall cause the Depositor to reimburse the Indenture Trustee and the Indenture Administrator for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s and the Indenture Administrator’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer (individually or in such capacities) shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee Trustee, the Indenture Administrator and their respective directors, officers, employees and agents against any and all loss, liability liability, claim or expense (including attorneys’ fees including, without limitation, costs and expensesexpenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) incurred by it (individually or in such capacities) in connection with the administration of this trust and the performance of its duties hereunder or and under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocuments. The Indenture Trustee and the Indenture Administrator (individually or in such capacities) shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the Indenture Administrator, as the case may be, to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder and under the other Basic Documents. The Issuer shall, or shall cause the Servicer to, defend any such claim, Indenture Trustee and the Indenture Trustee may have Administrator shall be entitled to separate counsel and acceptable to them in their sole discretion the Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counselwhich shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee and the Indenture Administrator through the Indenture Trustee’s or the Indenture Administrator’s, as the case may be, own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee and the Indenture Administrator (individually or in such capacities) pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs and the Indenture Administrator incur expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not not, to the extent permitted by applicable law, be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents (each an “Indenture Trustee Indemnified Person”) against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’, accountants’ and experts’ fees and expenses) incurred by it in connection with the administration and the enforcement of this trust Indenture, the Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunder hereunder, including the cost and expense of such enforcement of this Indenture (including this Section) and defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise of such duties, and thereunder and obligations under or pursuant to this Indenture, the Series Supplement and the other Basic Documents other than any such tax on the compensation of the Indenture Trustee for its services as Indenture Trustee. The Issuer shall not be required to indemnify the Indenture Trustee Indemnified Person for any amount paid or payable by such Indenture Trustee Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Issuer, which consent shall not be unreasonably withheld. The Indenture Trustee Indemnified Person shall notify the Issuer and the Servicer promptly in writing as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause defend the Servicer to, defend any such claim, and ; the Indenture Trustee Indemnified Person may have separate counsel counsel; and the Issuer shall, or shall cause pay the Administrator to, reasonable fees and expenses of such separate counsel; provided that the Issuer shall not be obligated to pay for the fees and expenses of such more than one separate counsel for the Indenture Trustee Indemnified Person other than one local counsel, if appropriate. Neither the The Issuer nor the Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture TrusteeTrustee Indemnified Person’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall The rights of the Indenture Trustee be liable for special, indirect or consequential loss or damage set forth in this Section 6.07 are subject to and limited by the priority of any kind whatsoever (including but not limited to lost profitspayments set forth in Section 8.02(e), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the termination or satisfaction and discharge of this Indenture and Series Supplement or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(e) or (eSection 5.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable U.S. federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to As compensation for its services hereunder, the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The receive, on each Distribution Date, the Indenture Trustee’s 's Fee pursuant to Section 8.2(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer ) and shall cause the Servicer be entitled to reimburse the Indenture Trustee reimbursement for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall agrees to cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, shall or shall cause the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.1(e) or (ef) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The services hereunder as the Issuer and the Indenture Trustee’s Trustee may agree in writing (which compensation shall not be limited by any law on compensation of a trustee of an express trust). The Issuer shall cause the Servicer to reimburse the Indenture Trustee upon its request, for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents and hold them harmless against any and all loss, liability or expense (including attorneys’ fees and expensesdisbursements) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending themselves against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of their duties hereunder. The Indenture Trustee shall notify the Issuer and with a copy to the Servicer Servicer, promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause defend the Servicer to, defend any such claim, claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither the The Issuer nor the Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer5.1(iv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state State bankruptcy, insolvency or similar law. The Indenture Trustee agrees not to institute (alone or in conjunction with any other Person) against the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or State bankruptcy or similar laws on account of the non-payment to the Indenture Trustee of any amounts provided by this Section 6.7, until after the balance of each Note is reduced to zero and the expiration of a period equal to the longest applicable preference period under such bankruptcy laws and other applicable laws plus 366 days following such payment; provided, that nothing in this paragraph shall preclude, or be deemed to estop, the Indenture Trustee from taking any action prior to the expiration of the applicable preference period in any involuntary insolvency proceeding filed or commenced against the Issuer by a Person other than the Indenture Trustee or to otherwise limit any claims that the Indenture Trustee may have against the Issuer. The foregoing shall not limit the ability of the Indenture Trustee to take any action in accordance with Section 5.2.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable such compensation as the Issuer, Administrator and Indenture Trustee shall from time to time agree in writing for its servicesall services rendered by the Indenture Trustee hereunder. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocument. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder if no prejudice to the Issuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement The Issuer's and the Administrator's payment obligations to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if and the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall (x) Xxx Xxxxxx xxxxl cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against Trustee, its directors, officers and agents for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ ' fees and expensesdisbursements) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The (a) As payable in the Series Supplement, the Issuer shall, or shall cause the Master Servicer to to, pay to the Indenture Trustee from time to time reasonable the Indenture Trustee Fee as compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Master Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, outside counsel, accountants and experts. The Issuer shall or shall cause the Master Servicer to indemnify the Indenture Trustee Trustee, and its respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it each of them in connection with the acceptance or the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Master Servicer shall not relieve the Issuer of its obligations hereunder or the Master Servicer of its obligations hereunderunder Article XII of the Master Sale and Servicing Agreement. The Issuer shall, shall defend or shall cause the Master Servicer to, to defend any such claimclaim for indemnity that may arise against the Indenture Trustee, and or the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, Master Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Master Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s such Person's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Indenture Trustee shall be entitled to $[______] per annum as compensation for its services hereunder. The Issuer shall, or shall cause the Servicer Administrator to (i) pay to the Indenture Trustee’s fees, (ii) reimburse the Indenture Trustee from time to time for all reasonable expenses (which shall include reasonable (and customary) out-of-pocket compensation for and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts but shall exclude overhead), advances and disbursements reasonably incurred and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of the Trust or the performance of its servicesduties. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither The Indenture Trustee shall not be indemnified by the Issuer nor the Servicer need reimburse any expense or indemnify Administrator against any loss, liability or expense incurred by the Indenture Trustee it through the Indenture Trustee’s its own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall except that the Indenture Trustee shall not be liable (i) for specialany error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, indirect (ii) with respect to any action it takes or consequential loss or damage omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any kind whatsoever (including but not limited to lost profits), even if event unless a Responsible Officer of the Indenture Trustee has been advised of the likelihood of such loss actual knowledge thereof or damage and regardless of the form of actionhas received written notice thereof. The Issuer’s payment obligations to the Indenture Trustee and the Administrator’s indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified set forth in Section 5.01(d5.01(e) or (ef) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall or shall cause the Servicer to to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices in accordance with a separate agreement between the Servicer and the Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer to indemnify the Trustee, the Indenture Trustee Collateral Agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations hereunderunder Article X of the Sale and Servicing Agreement. The Issuer shall, shall or shall cause the Servicer to, to defend any such the claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything Notwithstanding anything provided herein, the indemnification provided herein shall not constitute a claim against the Issuer other than in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised accordance with Section 5.6(a)(ix) of the likelihood of such loss Sale and Servicing Agreement or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.6(a) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawhereof.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to As compensation for its services hereunder, the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer ) and shall cause be entitled to reimbursement by the Master Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and expertsexperts and Opinions of Counsel hereunder. The Issuer shall agrees to cause the Servicer Master Servicer, at its expense, to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Issuer, the Servicer and the Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee so to so notify the Issuer Issuer, the Servicer and the Master Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, shall or shall cause the Master Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel reasonably acceptable to the Master Servicer and the Issuer shall, shall or shall cause the Administrator to, Master Servicer to pay the reasonable fees and expenses of such counsel. Neither the Issuer Issuer, the Servicer nor the Master Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(a)(v) or (e) hereof with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices as shall be agreed in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable and actual out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable and actual out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against (including its officers, directors, employees and agents) for, and hold it harmless against, any and all loss, liability liability, damage, claim or expense (including any reasonable attorneys’ fees and expenses) directly or indirectly related to, arising out of or otherwise incurred by it in connection with the administration of the trusts created by this trust Indenture and the performance of its duties hereunder or as Indenture Trustee under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocuments. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. To the extent these fees and indemnification amounts are not paid by the Servicer, they will be paid out of Available Funds as described in the Sale and Servicing Agreement. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunderhereunder if no prejudice to the Issuer or the Servicer shall have resulted from such failure. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither Notwithstanding the foregoing, neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through or arising from (i) the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to faith (including such conduct of its officers, directors, employees or agents), (ii) the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage breach of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When ’s representations or warranties hereunder, (iii) the negligence or willful misconduct of the Indenture Trustee incurs expenses after in connection with its performance of the occurrence duties of a Default specified in Section 5.01(d) successor Servicer under the Sale and Servicing Agreement, or (eiv) with respect to any taxes fees or other charges on, based on or measure by, any fees, commissions or compensation received by the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawIndenture Trustee.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to As compensation for its services hereunder, the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 5.01 of the Sale and Servicing Agreement (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer ) and shall cause the Servicer be entitled to reimburse the Indenture Trustee reimbursement for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee shall be indemnified from the Trust Estate against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse The Indenture Trustee shall not be entitled to any such reimbursement of any expense or indemnify to indemnification against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. This indemnity shall survive the termination of this Indenture. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses or provides services after the occurrence of a Default specified in Section 5.01(d5.1(e) or (ef) hereof with respect to the Issuer, the expenses and fees for such services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, a fee to be paid by the Master Servicer as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Collection Account, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its servicesservices (as provided in the Transfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee Trustee, any co-trustee and their respective employees, directors and agents, as provided in the Transfer and Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability or expense (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any Operative Agreement, including, without limitation, the Sale execution and Servicing Agreement or under filing of any other Basic Document or in connection with the Notesinformation returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Servicer Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Servicer Trust Administrator shall not relieve the Issuer or the Servicer Trust Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee and any co-trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither counsel shall be payable on behalf of the Issuer nor from funds in the Servicer need Collection Account. The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or any co-trustee through the Indenture Trustee’s or co-trustee’s, as the case may be, own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (evi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to Each of the Indenture Trustee and the Securities Administrator shall be paid by the Master Servicer from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation a portion of a trustee of an express trustthe Master Servicing Fee. The Issuer shall cause the Servicer to reimburse the Indenture Trustee, the Securities Administrator and the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s the Securities Administrator’s or the Owner Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify each of the Indenture Trustee Trustee, the Securities Administrator and the Master Servicer and hold each of them harmless against any and all claim, tax, penalty, loss, liability or expense (including attorneys’ fees and expenses) of any kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other of the Basic Document or in connection with the NotesDocuments. The Indenture Trustee Trustee, the Securities Administrator or the Master Servicer, as applicable, shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee Trustee, the Securities Administrator or the Master Servicer to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder, unless the Issuer is materially prejudiced thereby. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may Trustee, the Securities Administrator or the Master Servicer, as applicable (each an “Indemnified Party”) shall have the right to employ separate counsel with respect to any such claim and to participate in the Issuer shalldefense thereof, or shall cause the Administrator to, pay but the fees and expenses of such counsel. Neither counsel shall be at the expense of such Indemnified Party unless: (i) the employment thereof has been specifically authorized by the Issuer nor in writing; (ii) such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Servicer need Issuer and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel or (iii) the Issuer has failed to assume the defense of such claim within a reasonable period of time following written notice thereof, it being understood, however, with respect to any event described in clause (ii) or clause (iii) hereof, that the Issuer shall not, in connection with any one such claim or separate but substantially similar or related claims in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such Indemnified Parties, which firm shall be designated in writing by the Indemnified Parties. The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee Trustee, the Securities Administrator or the Master Servicer through the Indenture Trustee’s, the Securities Administrator’s or the Master Servicer’s own willful misconduct, negligence or bad faith. Anything in this Agreement The Issuer shall indemnify each of the Originator and the Seller to the contrary notwithstanding, extent set forth in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised Section 5.2 of the likelihood of such loss or damage Mortgage Loan Sale and regardless of the form of actionContribution Agreement. The Issuer’s payment obligations to the Indenture Trustee, the Securities Administrator, the Master Servicer and the Owner Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the earlier resignation or removal of the Indenture Trustee, the Securities Administrator or the Master Servicer. When the Indenture Trustee, the Securities Administrator, the Master Servicer or the Owner Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 40 (2018-B Indenture) The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.. 42 (2021-C Indenture)

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesthe fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2019-A Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect indirect, punitive or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and Servicing Agreement) to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and Servicing Agreement) to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including pursuant to Section 6.08 and costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and Servicing Agreement) to indemnify the Indenture Trustee against any and all loss, liability liability, claim, damage or expense (including attorneys’ the fees and expensesof either in-house counsel or outside counsel, but not both) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Servicer shall not relieve the Issuer Issuing Entity or the Servicer of its obligations hereunder. The Issuer shall, Issuing Entity shall or shall cause the Servicer to, to defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer shall, Issuing Entity shall or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer Issuing Entity nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful wilful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Indenture Trustee shall be paid the fees and any other amounts payable to it, agreed to in a separate written agreement between the Issuer shall cause the Servicer to pay to and the Indenture Trustee Trustee, as the same may be amended from time to time reasonable compensation for its servicestime, in accordance with Section 8.2(c). The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by itit in accordance with any of the provisions hereof and any other documents executed in connection herewith, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against and its officers, directors, employees, representatives and agents for, and to hold them harmless against, any and all lossexpenses, liability obligations, liabilities, losses, damages, injuries (to person, property, or expense natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including attorneys’ reasonable attorney's and agent's fees and expenses) of whatever kind of nature regardless of their merit, incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations All amounts payable to the Indenture Trustee pursuant to under this Section (other than the indemnification payments from the Administrator) shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When be paid to the Indenture Trustee incurs expenses after the occurrence of a Default specified in accordance with Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law8.2(c).

Compensation and Indemnity. The Issuer shall pay or shall cause the Administrator or Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as Indenture Trustee and as Paying Agent (if the Indenture Trustee serves as such) to the extent such compensation is not otherwise paid to the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Administrator or the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Administrator or the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder or hereunder, under the Sale Transfer and Servicing Agreement or under and any other Basic Document document or in connection with transaction contemplated herewith or therewith or as a Paying Agent for the NotesIssuer. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Administrator or the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, or the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator or the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment and indemnification obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or and the earlier removal or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (eSections 5.01(j) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawInsolvency Law.

Compensation and Indemnity. The Issuer shall (x) Xxx Xxxxxx xxxll cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against Trustee, its directors, officers and agents for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ ' fees and expensesdisbursements) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of defending itself against any claim or under the Sale and Servicing Agreement or under any other Basic Document or liability in connection with the Notesexercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, a fee to be paid by the Master Servicer as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Collection Account, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its servicesservices (as provided in the Transfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee Trustee, any co-trustee and their respective employees, directors and agents, as provided in the Transfer and Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability or expense (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any Operative Agreement, including, without limitation, the Sale execution and Servicing Agreement or under filing of any other Basic Document or in connection with the Notesinformation returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Servicer Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Servicer Trust Administrator shall not relieve the Issuer or the Servicer Trust Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee and any co-trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither counsel shall be payable on behalf of the Issuer nor from funds in the Servicer need Collection Account. The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or any co-trustee through the Indenture Trustee’s or co-trustee’s, as the case may be, own willful misconduct, negligence negligence, fraud or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (evi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.. 40 (2016-B Indenture)

Compensation and Indemnity. (a) The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices as shall be agreed in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable and actual out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable and actual out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against (including its officers, directors, employees and agents) for, and hold it harmless against, any and all loss, liability liability, damage, claim or expense (including any reasonable attorneys’ fees and expenses) directly or indirectly related to, arising out of or otherwise incurred by it in connection with the administration of the trusts created by this trust Indenture and the performance of its duties hereunder or as Indenture Trustee under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocuments. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. To the extent these fees and indemnification amounts are not paid by the Servicer, they will be paid out of Available Funds as described in the Sale and Servicing Agreement. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunderhereunder if no prejudice to the Issuer or the Servicer shall have resulted from such failure. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither Notwithstanding the foregoing, neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through or arising from (i) the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to faith (including such conduct of its officers, directors, employees or agents), (ii) the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage breach of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When ’s representations or warranties hereunder, (iii) the negligence or willful misconduct of the Indenture Trustee incurs expenses after in connection with its performance of the occurrence duties of a Default specified in Section 5.01(d) successor Servicer under the Sale and Servicing Agreement, or (eiv) with respect to any taxes fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawIndenture Trustee.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee; provided, however, that neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture or Trustee shall be entitled only to compensation for its services for the earlier period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, 38 the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 42 (2024-B Indenture) The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesAgreement. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement The Issuer's payment obligations to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if and the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 41 (2018-A Indenture) The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Trustee shall cause be entitled to receive from the Servicer to pay to the Indenture Trustee from time to time reasonable Depositor as compensation for its services. The Indenture the Trustee’s compensation 's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall not be limited reimbursed by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee Depositor for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Indenture Trustee’s Trustee and its successors, assigns, agents, counseldirectors, accountants officers and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee employees against any and all loss, liability or reasonable expense (including attorneys’ fees and expensesattorney's fees) incurred by it in connection with any legal action relating to the administration of this trust Trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesthereunder. The Indenture Trustee shall notify the Issuer and the Servicer Depositor promptly of any claim for which it or any such Person may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Depositor shall not relieve the Issuer or the Servicer Depositor of its obligations hereunderhereunder except to the extent of any damages caused by such delay. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Depositor need not reimburse any expense or indemnify against any loss, liability or expense that is incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconductmisfeasance, negligence or bad faithfaith in the performance of the Trustee's duties under the Series Trust Agreement or as a result of a breach or by reason of reckless disregard of the Trustee's obligations and duties under the Series Trust Agreement. Anything The indemnities contained in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section 7.10 shall survive the discharge resignation or termination of this Indenture the Trustee or the earlier resignation or removal termination of the Indenture TrusteeSeries Trust Agreement. When Failure by the Indenture Depositor to pay, reimburse or indemnify the Trustee incurs expenses after shall not entitle the occurrence of a Default Trustee to any payment, reimbursement or indemnification from the Trust unless otherwise specified in Section 5.01(d) the Forepart, nor shall such failure release the Trustee from the duties it is required to perform under the Series Trust Agreement. Any unpaid, unreimbursed or (e) unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity unless it is specified that the Trustee is entitled to payment, reimbursement or indemnification from the Trust, in which event such amounts will be paid in accordance with respect to the Issuer, priority of payments set out in the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawForepart.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time shall be entitled to time reasonable $3,000 per annum and the investment earnings on amounts on deposit in the Note Distribution Account as compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustservices hereunder. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against for, and hold it harmless against, any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocument. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder if no prejudice to the Issuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall except that the Indenture Trustee shall not be liable (i) for specialany error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, indirect (ii) with respect to any action it takes or consequential loss or damage omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any kind whatsoever (including but not limited to lost profits), even if event unless a Responsible Officer of the Indenture Trustee has been advised of the likelihood of such loss actual knowledge thereof or damage and regardless of the form of actionhas received written notice thereof. The IssuerAdministrator’s payment obligations and indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including the costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor not the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful wilful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesthe fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2019-B Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect indirect, punitive or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its servicesacceptance of this Indenture and services hereunder as the Issuer and the Trustee shall from time to time agree in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability liability, damages, claims or expense (including reasonable attorneys’ ' fees and expenses) incurred by it without negligence or willful misconduct on its part in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and expenses of enforcing this Indenture (including this Section 7.7) and of defending itself against any claims (whether asserted by any Securityholder, the Issuer or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesotherwise). The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause defend the Servicer to, defend any such claim, claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither counsel provided that the Issuer nor shall not be required to pay such fees and expenses if it assumes the Servicer Trustee's defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuer and the Trustee in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence misconduct or bad faithnegligence. Anything To secure the Issuer's payment obligations in this Agreement Section, the Trustee shall have a lien prior to the contrary notwithstanding, Securities on all money or property held or collected by the Trustee other than money or property held in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage trust to pay principal of and interest on particular Securities. The Trustee's right to receive payment of any kind whatsoever (including but amounts due under this Section 7.7 shall not limited be subordinate to lost profits), even if the Indenture Trustee has been advised any other liability or Indebtedness of the likelihood of such loss or damage and regardless of the form of actionIssuer. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d6.1(9) or (e10) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawBankruptcy Law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable such compensation as shall be agreed in writing for its servicesservices hereunder. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee promptly upon request for all reasonable properly incurred out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable compensation, disbursements, advances and out-of-pocket compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, agents and counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, agents, employees and affiliates against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it without willful misconduct, gross negligence or bad faith on its part arising out of or in connection with the administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.06) and defending itself against any claim, whether asserted by the Issuer, any Holder or under the Sale and Servicing Agreement or under any other Basic Document Person or liability in connection with the Notesexecution and performance of any of its powers and duties hereunder). The Indenture Trustee indemnified party shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee indemnified party to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause at the Servicer toTrustee’s sole discretion, defend any such claim, the claim and the Indenture Trustee shall reasonably cooperate and may participate at the Issuer’s expense in such defense. Alternatively, the Trustee may, at its option, have separate counsel of its own choosing and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel if the Issuer shall not have employed counsel reasonably satisfactory to the Trustee or if the Issuer otherwise agrees to pay the cost of such separate counsel. Neither the The Issuer nor the Servicer need not pay for any settlement made without its consent, which consent may not be unreasonably withheld. The Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee such party through the Indenture Trusteesuch party’s own willful misconduct, gross negligence or bad faith. Anything Any settlement of a claim shall be approved in this Agreement to writing by the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs any additional expenses or expenses relating to exceptional duties after the occurrence of a Default specified in Section 5.01(d6.01(a)(vi) or (evii) with respect to the IssuerIssuer or any Restricted Subsidiary, the expenses (including the fees and expenses of its agents and counsel) and the compensation for its services shall be preferred over the status of the Holders in any proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under Title 11 any Bankruptcy Law. To secure the Issuer’s payment obligations in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. The Issuer’s obligations under this Section 7.06 and any claim or lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the United States Code Issuer’s obligations pursuant to Article Eight and any rejection or termination under any other applicable federal or state bankruptcyBankruptcy Law, insolvency or similar lawand the termination of this Indenture.

Compensation and Indemnity. The Issuer shall pay or shall cause the Administrator or Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as Indenture Trustee and as Paying Agent (if the Indenture Trustee serves as such) to the extent such compensation is not otherwise paid to the Indenture Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Administrator or the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Administrator or the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder or hereunder, under the Sale Transfer and Servicing Agreement, the Administration Agreement, the Custodian Agreement or under and any other Basic Document document or in connection with transaction contemplated herewith or therewith or as a Paying Agent for the NotesIssuer. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Administrator or the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, or the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator or the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment and indemnification obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or and the earlier removal or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d), (e) or (ef) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawInsolvency Law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to As compensation for its services hereunder, the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer ) and shall cause be entitled to reimbursement by the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall agrees to cause the Servicer Transferor to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee so to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, shall or shall cause the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel reasonably acceptable to the Servicer and the Issuer shall, shall or shall cause the Administrator to, Servicer to pay the reasonable fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(a)(vi) or (evii) hereof with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesfees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2014-A Basic Documents. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Administrator or Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Administrator or Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Administrator or Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesTransaction Documents. The Indenture Trustee shall notify the Issuer Issuer, the Servicer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuer, the Servicer and the Servicer Administrator shall not relieve the Issuer Issuer, the Administrator or the Servicer of its obligations hereunder. The Issuer shall, shall defend or shall cause the Administrator or Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, or Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator or Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee conclusively determined by a court of law of competent jurisdiction to have been incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The parties hereto agree and acknowledge that, notwithstanding anything to the contrary, all payments required to be made pursuant to this Section 6.07 shall not be made from the Trust Assets; provided, however, if an Event of Default has occurred, payments required to be made pursuant to this Section 6.07, to the extent unpaid, shall be paid in accordance with Section 5.06; provided, further, that any payments required to be made pursuant to this Section 6.07, if unpaid, shall not constitute a general recourse claim against the Issuer. Anything in this Agreement Indenture or any other Transaction Documents to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's, Xxxxxxxx's and Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or and removal of the Indenture TrusteeTrustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture or Trustee shall be entitled only to compensation for its services for the earlier period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocument. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder if no prejudice to the Issuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement The Issuer's payment obligations to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if and the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesfees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2012-A Basic Documents. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar lawInsolvency Law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, claim, liability or expense (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including but not limited to any legal fees or under expenses incurred by the Sale and Servicing Agreement or under any other Basic Document or Indenture Trustee in connection with enforcement of the NotesIssuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall defend or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall pay or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture or Trustee shall be entitled only to compensation for its services for the earlier period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesthe fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2021-B Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect indirect, punitive or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer Depositor to pay to the Indenture Trustee from time to time and the Indenture Administrator reasonable compensation for its servicestheir respective services in accordance with a separate agreement between the Depositor, the Indenture Trustee and the Indenture Administrator and shall cause the Depositor to reimburse the Indenture Trustee and the Indenture Administrator for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s 's and the Indenture Administrator's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer (individually or in such capacities) shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer Administrator to indemnify the Indenture Trustee Trustee, the Indenture Administrator and their respective directors, officers, employees and agents against any and all loss, liability liability, claim or expense (including attorneys’ fees including, without limitation, costs and expensesexpenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) incurred by it (individually or in such capacities) in connection with the administration of this trust and the performance of its duties hereunder or and under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocuments. The Indenture Trustee and the Indenture Administrator (individually or in such capacities) shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the Indenture Administrator, as the case may be, to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunderhereunder and under the other Basic Documents. The Issuer shall, or shall cause the Servicer to, defend any such claim, Indenture Trustee and the Indenture Trustee may have Administrator shall be entitled to separate counsel and acceptable to them in their sole discretion the Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counselwhich shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee and the Indenture Administrator through the Indenture Trustee’s 's or the Indenture Administrator's, as the case may be, own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee and the Indenture Administrator (individually or in such capacities) pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs and the Indenture Administrator incur expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesthe fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2021-A Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect indirect, punitive or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 42 (2023-C Indenture) The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.. (2019-B Indenture)

Compensation and Indemnity. The Issuer shall cause the Servicer pursuant to the Sale and Servicing Agreement to, (i) pay to the Indenture Trustee from time to time such compensation as the Servicer and the Indenture Trustee shall from time to time agree in writing for services rendered by the Indenture Trustee hereunder in accordance with a fee letter between the Servicer and the Indenture Trustee, (ii) reimburse the Indenture Trustee for all reasonable compensation for expenses, advances and disbursements reasonably incurred by it in connection with the performance of its servicesduties as Indenture Trustee and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys' fees) incurred by it in connection with the administration of the trust or trusts hereunder or the performance of its duties as Indenture Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither The Indenture Trustee shall not be indemnified by the Issuer nor Administrator, the Issuer, the Transferor or the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee it through the Indenture Trustee’s its own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall except that the Indenture Trustee shall not be liable (i) for special, indirect or consequential loss or damage any error of any kind whatsoever (including but not limited to lost profits), even if judgment made by it in good faith unless it is proved that the Indenture Trustee has been advised was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the likelihood of such loss or damage Indenture Trustee and regardless of the form of actionIssuer may agree in writing. The Issuer’s compensation and indemnity obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified set forth in Section 5.01(d) or (e5.1(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Servicer Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as previously agreed to by the Administrator on behalf of the Issuer and the Indenture Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall or shall cause the Servicer Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, outside counsel, accountants and experts. The Issuer shall or shall cause the Servicer Administrator to indemnify the Indenture Trustee against any and all loss, liability liability, damages or claims or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, shall or shall cause the Servicer to, Administrator to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, shall or shall cause the Administrator to, to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or and the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, the Indenture Trustee Fee to be paid by the Master Servicer as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Accounts, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its servicesservices (as provided in the Transfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee Trustee, any co-trustee and their respective employees, directors and agents, as provided in the Transfer and Servicing Agreement and from funds in the Accounts, against any and all claim, loss, liability or expense (including attorneys’ fees and expensesfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee and any co-trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither counsel shall be payable on behalf of the Issuer nor from funds in the Servicer need Accounts. The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or any co-trustee, as applicable, through the Indenture Trustee’s or co-trustee’s, as the case may be, own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and the termination of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.. 40 (2017-A Indenture)

Compensation and Indemnity. The Issuer shall pay or shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse or shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend In case any such claim, and action is brought against the Indenture Trustee may have separate counsel under this Section 6.07 and the Issuer shall, or shall cause it notifies the Administrator toof the commencement thereof, pay the fees Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator nor the Servicer will be liable to the Indenture Trustee under this Section for any legal or other expenses subsequently incurred by the Indenture Trustee in connection with the defense thereof, other than reasonable costs of such counselinvestigation. Neither the Issuer Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(g) or (eh) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the IssuerSeller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer Pursuant to pay to Section 8.05 hereof, the Indenture Trustee from time to time reasonable shall receive compensation on each Payment Date for its services, in its capacities as Indenture Trustee and Collateral Agent under the Basic Documents. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer Pursuant to reimburse Section 8.05 hereof, the Indenture Trustee shall also be entitled to receive reimbursement for all reasonable out-of-pocket expenses incurred or made by itit in its capacities as Indenture Trustee and Collateral Agent, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, expenses and disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall, and shall cause the Servicer to Administrator to, indemnify the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability or expense (including attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnityindemnity but failure to do so shall not constitute a waiver of any rights hereunder. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeTrustee and Collateral Agent and the discharge of this Indenture. When the Indenture Trustee incurs reasonable expenses after the occurrence of a an Event of Default specified in Section 5.01(dSections 5.01(a)(iv) or (ev) hereof with respect to the Issuer, the such expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state State bankruptcy, insolvency or similar law. The Indenture Trustee shall have a lien prior to the Noteholders on the Pledged Assets for amounts due to it under this Section 6.07.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesfees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2015-A Basic Documents. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesthe fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2023-A Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect indirect, punitive or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collectioncollection and the costs of implementing any Swap Agreement as contemplated by Section 9.02, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. The Issuer shall, Administrator shall defend or shall cause the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, Administrator shall pay or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(f) or (eg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee for its own account from time to time reasonable such compensation together with any applicable value added tax, or similar tax chargeable in respect of such compensation other than any tax on its income, for its servicesservices as agreed in writing between the parties in the letter dated on or about the Issue Date (the "NOTE TRUSTEE FEE LETTER") from the Trustee to the Issuer, at the times and of the amounts specified in the Note Trustee Fee Letter and as otherwise due under the terms of this Indenture. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee upon request for all reasonable properly incurred out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket properly incurred compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, 's agents and counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee (which for the purposes of this Section 7.07 shall include its officers, directors, employees, agents, delegates, attorneys, co-trustee or additional but separate trustee) and any predecessor Trustee against any and all loss, liability or expense (damage and the reasonable costs or expenses including attorneys’ fees and expenses) any stamp, documentary or other similar Taxes or duties paid by the Trustee, incurred by it or its officers, directors, employees, agents, delegates, attorneys, co-trustee or additional but separate trustee in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause defend the Servicer to, defend any such claim, claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the The Issuer nor the Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything To secure the Issuer's payment obligations in this Agreement Section 7.07, the Trustee shall have a Lien prior to the contrary notwithstandingSenior Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Senior Notes. The Issuer's payment obligations pursuant to this Section 7.07 and Sections 7.03 (Certain Rights and Discretions of Trustee) and 7.04 (Individual Rights of Trustee) shall survive the discharge of this Indenture or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in either clause (8) or (9) of Section 6.01 (Events of Default) with respect to the Issuer, in the expenses are intended to constitute expenses of administration under Bankruptcy Law. In no event shall the Indenture Trustee 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, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement. In no event shall the Trustee be liable for any indirect, special, indirect punitive or consequential loss or damage of any kind whatsoever (including whatsoever, including, but not limited to to, lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesthe fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2020-A Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect indirect, punitive or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Servicer to Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and expensesfees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it in connection with the administration or them without willful misconduct, negligence or bad faith on their part, arising out of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notesacceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2015-B Basic Documents. The Indenture Trustee shall notify the Issuer and the Servicer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer Administrator shall not relieve the Issuer or the Servicer Administrator of its obligations hereunder. The Issuer shall, or shall cause the Servicer Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in this Agreement Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law. Notwithstanding anything to the contrary notwithstandingcontained herein, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage damages of any kind whatsoever (whatsoever, including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Servicer to to, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed to between the Issuer and the Indenture Trustee in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, the claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator Servicer to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.1(iv) or (e) with respect to the Issuerv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ ' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the NotesDocument. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s 's payment obligations to the Indenture Trustee and the Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(iv) or (ev) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Noteshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. The Issuer shall, Administrator shall defend or shall cause the Servicer to, to defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, Administrator shall pay or shall cause the Administrator to, Servicer to pay the fees and expenses of such counsel. Neither the Issuer Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(d5.01(f) or (eg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.