Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Issuer shall pay 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 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, 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 Administrator to pay to the Indenture Trustee from time to time on each Payment Date 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 to reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. In case The Issuer shall or shall cause the Administrator to defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall or shall cause the Administrator to pay the fees and expenses of the commencement thereof, such counsel. Neither the Issuer will assume nor the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Administrator 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and the Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, 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 Indenture Trustee shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Indenture Trustee from time hereunder in excess of such amount, as well as any amount owed to time reasonable compensation for its servicesthe Indenture Trustee in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and compensation, expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (c) or (fd) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by itit in connection with the Recovery Bonds, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. . (b) The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the cost and expense of enforcing this Indenture (including this Section) and defending itself against any claim or liability in connection with the exercise or performance of such duties. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereofsuch counsel. (c) Notwithstanding any other provision of this Indenture, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. . (d) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the Indenture, resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(a)(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 Master Servicer in accordance with Section 6.06 of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (iv) or (fv) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 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 the reasonable 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 Administrator to, indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. In case The Issuer shall, or shall cause the Administrator to, defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of the commencement thereof, such counsel. Neither the Issuer will assume nor the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Administrator 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. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee upon its request, for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents and hold them harmless against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsdisbursements) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 6.7) against the Issuer and defending themselves against any claim or liability in connection with the exercise or performance of their duties hereunder. The Indenture Trustee shall notify the Issuer with a copy to the Servicer, promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, gross negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller5.1(iv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy 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 Issuers agree to pay to the Trustee for its acceptance of this Indenture and services hereunder such compensation as the Issuers and the Trustee shall pay the Indenture Trustee from time to time reasonable compensation for its servicesagree 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 Issuers agree to reimburse the Indenture Trustee upon request for all reasonable out‑of‑pocket disbursements, advances and expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Indenture Trustee’s agents, agents and counsel, accountants and experts. The Issuer shall Issuers hereby indemnify the Indenture Trustee and any predecessor Trustee against any and all loss, liability liability, damage, claim or expense expense, including taxes (including reasonable attorneys’ fees and fees and expenses incurred in other than taxes based upon, measured by or determined by the enforcement income of the Issuer’s obligations) Trustee), incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture, except as set forth in the next following paragraph. The Indenture Trustee shall notify the Issuer Issuers and the Subsidiary Guarantors promptly of any claim for which it may seek indemnity. Failure by The Issuers shall defend the Indenture claim and the Trustee to so notify shall cooperate in the Issuer defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without its consent. The Issuers shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory be obligated to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer need not reimburse any expense or indemnify against any loss, loss or liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own negligence, willful misconduct, negligence misconduct or bad faith. The Issuer’s To secure the payment obligations of the Issuers in this Section 7.07, the Trustee shall have a lien prior to the Indenture Trustee pursuant Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of any series. Such lien and the Issuers’ obligations under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 5.01(e6.01(5) or (f6) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Selleroccurs, the expenses and the compensation for the 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 lawBankruptcy Law.

Compensation and Indemnity. The Issuer Issuing Entity shall or shall cause the Administrator to pay to the Indenture Trustee from time to time on each Payment Date 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 Issuing Entity shall or shall cause the Administrator to reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer Issuing Entity shall or shall cause the Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not relieve the Issuer Issuing Entity or the Administrator of its obligations hereunder. In case The Issuing Entity shall or shall cause the Administrator to defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer Issuing Entity shall or shall cause the Administrator to pay the fees and expenses of such counsel. Neither the commencement thereof, Issuing Entity nor the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Administrator 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. The Issuer’s Issuing Entity's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuing 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 shall 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney’s fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture, the Series Supplement and the Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the Basic Documents and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture, the Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay As compensation for its services hereunder and under the Operative Agreements (including in its capacity as Paying Agent, Securities Intermediary, Note Registrar, Certificate Registrar, Certificate Paying Agent, Administrator and Custodian), the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law receive on compensation of each Payment Date a trustee of an express trust. The Issuer shall reimburse fee equal to the Indenture Trustee Fee payable from the Master Servicing Fee. Reimbursement for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by itthe Indenture Trustee, including costs of collection, in addition to shall be payable by the compensation for its servicesIssuer. Such expenses shall include the reasonable compensation and expenses, disbursements and advances advances, if any, of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall agrees to indemnify the Indenture Trustee (including in its capacity as Paying Agent, Securities Intermediary, Certificate Paying Agent, Administrator and Custodian) and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it the Indenture Trustee in connection with the administration of this trust and the performance of its duties hereunderunder the Operative Agreements. 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 or the Master Servicer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies The obligation of the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, pay and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge termination of this Agreement or the earlier resignation or removal of the Indenture Trustee; provided, however, that payment of any amounts by the Issuer pursuant to this Section and pursuant to any other indemnification obligation of the Issuer to the Indenture Trustee (in any of its capacities) or the Owner Trustee shall not exceed $100,000 during any calendar year. The payment and indemnification obligations of the Issuer to the Indenture Trustee (including in its capacities as Paying Agent, Certificate Paying Agent, Administrator, Custodian, Note Registrar, Certificate Registrar and Securities Intermediary) pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10discharge of this Indenture. When the Indenture Trustee incurs expenses after in connection with the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon 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 Administrator shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Administrator shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder. The Indenture Trustee shall notify the Issuer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator shall not relieve the Issuer Administrator of its obligations hereunder. In case The Administrator shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer Administrator shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need Administrator shall 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. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The IssuerAdministrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Indenture Trustee shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Indenture Trustee from time hereunder in excess of such amount, as well as any amount owed to time reasonable compensation for its servicesthe Indenture Trustee in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and compensation, expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 termination or resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (c) or (fd) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee’s 's Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(ix), Section 3.05(h)(viii) and Section 5.04(b) hereof. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Note Issuer shall 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 Note Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Note Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Note Issuer promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Note Issuer shall not relieve the Note Issuer of its obligations hereunder. In case any such action is brought against The Note Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Note Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Note 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 wilful misconduct, negligence or bad faith. 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 Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerNote 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 pay 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 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture TrusteeTrustee (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 Issuer), and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, 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 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 law, be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney’s fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture, the Series Supplement and the Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the Basic Documents and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture, the Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 law, be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) 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 hereunderhereunder 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 Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim, the Indenture Trustee under this Section 6.07 may have separate counsel, and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (fSection 5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(v) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 law, be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) 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 (including the costs of defending any claim or bringing any claim to enforce the Issuer’s indemnification obligations hereunder) under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunderhereunder 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 Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim, the Indenture Trustee under this Section 6.07 may have separate counsel, and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (fSection 5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Indenture Trustee shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Indenture Trustee from time hereunder in excess of such amount, as well as any amount owed to time reasonable compensation for its servicesthe Indenture Trustee in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and compensation, expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (c) or (fd) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Trust Depositor to pay to the Indenture Trustee from time to time on each Remittance Date such reasonable compensation for its servicesservices pursuant to a separate agreement between the Indenture Trustee and the Trust Depositor. 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 Trust Depositor to reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall or shall cause the Trust Depositor to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Trust Depositor shall not relieve the Issuer or the Trust Depositor of its obligations hereunderhereunder or under the Trust Agreement. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies Neither the Issuer of nor the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Trust Depositor 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclauses (iv) or (fv) or of the Seller incurs expenses after the occurrence definition of an Insolvency "Event of Default" with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee upon its request, for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents and hold them harmless against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsdisbursements) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 6.7) against the Issuer and defending themselves against any claim or liability in connection with the exercise or performance of their duties hereunder. The Indenture Trustee shall notify the Issuer with a copy to the Servicer, promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller5.1(iv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy 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 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 law, be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) 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 hereunderhereunder 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 Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim, the Indenture Trustee under this Section 6.07 may have separate counsel, and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (fSection 5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Bond Trustee from time to time reasonable compensation for its services. The Indenture Bond Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Bond Trustee for all reasonable out‑of‑pocket expenses 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Bond Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Bond Trustee from and against any and all losscosts, liability damages, expenses, losses, liabilities or expense other amounts whatsoever (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationscounsel fees) incurred by it the Bond Trustee in connection with the administration of this trust, the enforcement of this trust and all of the Bond Trustee's rights, powers and duties under this Indenture and the performance by the Bond Trustee of its the duties hereunderand obligations of the Bond Trustee under or pursuant to this Indenture. The Indenture Bond Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Bond Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the Indenture claim and the Bond Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Bond Trustee (i) through the Indenture Bond Trustee’s 's own willful wilful misconduct, negligence or bad faith. The Issuer’s payment obligations faith or (ii) to the Indenture extent the Bond Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Seller pursuant to this Section shall survive the discharge of this Indenture Sale Agreement or by the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed Servicer pursuant to Section 6.10the Servicing Agreement. When the Indenture Bond Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Administrator to pay to the Indenture Trustee from time to time on each Payment Date 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 Administrator to reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable 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 Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not relieve the Issuer Issuing Entity or the Administrator of its obligations hereunder. In case The Issuing Entity shall or shall cause the Administrator to defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer Issuing Entity shall or shall cause the Administrator to pay the fees and expenses of such counsel. Neither the commencement thereof, Issuing Entity nor the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Administrator 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. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuing 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 shall or shall cause the Administrator to pay to the Indenture Trustee from time to time on each Payment Date 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 Administrator to reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Administrator to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. In case The Issuer shall or shall cause the Administrator to defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall or shall cause the Administrator to pay the fees and expenses of the commencement thereof, such counsel. Neither the Issuer will assume nor the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Administrator 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket expenses 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsits agents, counsel, accountants and experts and any reasonable out-of-pocket expenses) directly or indirectly incurred by it the Indenture Trustee or such Persons in connection with the administration and the enforcement of this trust Indenture (including the Issuer’s indemnification obligations under this Section 6.07), the Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers, duties and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunder, including the cost and expense of enforcing this Indenture (including this Section) and defending itself against any claim or liability in connection with the exercise 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 Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim, the Indenture Trustee under this Section 6.07 may have separate counsel, and it notifies the Issuer shall pay the reasonable fees and expenses of such counsel. Notwithstanding the commencement thereofforegoing or any other provision of this Indenture, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. 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 and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (fSection 5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(vi) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of Indenture. Without prejudice to any other rights available to the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When under applicable law, when the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of Indenture. Without prejudice to any other rights available to the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When under applicable law, when the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney’s fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture, the Series Supplement and the Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the Basic Documents and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture, the Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Indenture Trustee shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Indenture Trustee from time hereunder in excess of such amount, as well as any amount owed to time reasonable compensation for its servicesthe Indenture Trustee in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay such amount, shall be paid solely as provided in Section 3.05 hereof (subject to the 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and compensation, expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the termination or resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (c) or (fd) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon 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 Administrator shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses (including extraordinary 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 10.13 of the Sale and Servicing Agreement and Sections 7.07 and 7.08 of this Indenture. The Issuer Administrator shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust Indenture or any of the 36 (NAROT 2017-C Indenture) Basic Documents and the performance of its duties hereunderhereunder or thereunder, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Issuer or Administrator. The Indenture Trustee shall notify the Issuer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator shall not relieve the Issuer Administrator of its obligations hereunder. In case The Administrator shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer Administrator shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need Administrator shall 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. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The IssuerAdministrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney’s fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture and the Indenture Trustee’s rights, powers and obligations under this Indenture and the related Series Supplement and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture and the related Series Supplement. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and any Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(v) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, 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 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 Master Servicer in accordance with Section 6.06 of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (iv) or (fv) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time reasonable compensation for (i) on the Closing Date a fee in the amount of $10,000 and (ii) on each Payment Date a fee in the amount of $7,500 (the “Indenture Trustee Fee”). By its servicesexecution of this Indenture, the Indenture Trustee acknowledges receipt of (A) the initial $10,000 fee and (B) $15,000 representing the prepayment of the $7,500 payments due in connection with the first two (2) Payment Dates. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against hereunder or under the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationLimited Liability Company Agreement. 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 own willful misconduct, negligence or bad faith. The Issuer’s Indenture Trustee hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the non-payment obligations to the Indenture Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The Indenture Trustee shall receive amounts pursuant to this Section shall survive 6.07, and only to the discharge extent that the payment thereof would not result in an Event of this Indenture or Default and the resignation or removal of failure to pay such amounts to the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant will not, by itself, constitute an Event of Default. Subject to Section 6.10. When 6.08, the Indenture Trustee incurs expenses shall continue to serve as Indenture Trustee under this Indenture notwithstanding the fact that the Indenture Trustee shall not have received amounts due it hereunder and hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Indenture Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the occurrence payment in full of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, the expenses are intended to constitute expenses of administration all Notes issued under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar lawthis Indenture.

Compensation and Indemnity. The Issuer shall 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney's fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture, the related Series Supplement and the Basic Documents and the Indenture Trustee's rights, powers and obligations under this Indenture, the related Series Supplement and the Basic Documents and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture, the related Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and any Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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. (a) The Issuer Indenture Trustee shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Indenture Trustee from time hereunder in excess of such amount, as well as any amount owed to time reasonable compensation for its servicesthe Indenture Trustee in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and compensation, expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ ' fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (c) or (fd) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 bankruptcy, insolvency or similar law. (b) The Paying Agent shall be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Paying Agent hereunder in excess of such amount, as well as any amount owed to the Paying Agent in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay such amount, shall be paid solely as provided in Section 3.05 hereof (subject to the priorities set forth therein). The Issuer shall reimburse the Paying Agent 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 the reasonable compensation, expenses, disbursements and advances of the Paying Agent's agents, counsel, accountants and experts. The Issuer shall indemnify the Paying Agent 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. The Paying Agent shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Paying Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend any such claim, and the Paying Agent may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Paying Agent through the Paying Agent's own willful misconduct, negligence or bad faith. The Issuer's payment obligations and indemnities to the Paying Agent pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Paying Agent. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in clause (c) or (d) of the definition thereof with respect to the Issuer, such 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 Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon 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 Administrator shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses (including extraordinary 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 10.13 of the Sale and Servicing Agreement and Sections 7.07 and 7.08 of this Indenture. The Issuer Administrator shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) 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. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 hereunder or thereunder, including legal fees and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 thereofenforcement by such Person of any indemnification or other obligation of the Issuer or Administrator, other than reasonable costs of investigation. The Issuer need provided, that the Administrator shall 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. The IssuerIndenture Trustee shall notify the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Administrator shall not 35 (NAROT 2020-A Indenture) relieve the Administrator of its obligations hereunder. The Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel and the Administrator shall pay the fees and expenses of such counsel. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Indenture Trustee and the Custodian shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement and Section 3.2 of the Custodial Agreement, respectively, and all amounts owing to the Indenture Trustee from time and the Custodian, hereunder and the Custodian under the Custodial Agreement in excess of such amount whether payable by the Issuer pursuant to time reasonable compensation for its servicesthis Section 6.08 or upon the failure or inability of the Servicer to pay the amounts specified in Section 6.06(b) of the Servicing Agreement shall be paid solely as provided in Section 3.05(a)(i) and (a)(x) 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, including Transition Costs, costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderor the exercise of its rights hereunder and under any other Basic Document pursuant to Section 6.17. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.08 shall survive the discharge of this Indenture or the resignation or removal termination of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Basic Document. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (iv) or (fv) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 to the Indenture Trustee and the Collateral Agent from time to time reasonable compensation for its services. The Indenture Trustee’s 's and the Collateral Agent's compensation shall not be limited by any law on compensation of a relating to the trustee of an express trust. The Issuer shall reimburse the Indenture Trustee and the Collateral Agent upon request for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, including costs of collectionexcept any such expense as may arise from the Trustee's or Collateral Agent's negligence, in addition to the compensation for its servicesbad faith or wilful misconduct. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, 's and the Collateral Agent's agents and counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and the Collateral Agent against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it without negligence or bad faith on its part in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee and the Collateral Agent shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by The Issuer shall have the Indenture right to defend the claim and the Trustee and the Collateral Agent shall cooperate in the defense. The failure of the Trustee or the Collateral Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the The Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will need not be liable to the Indenture Trustee under this Section pay for any legal or other expenses subsequently incurred by the Indenture Trustee in connection with the defense thereof, other than reasonable costs of investigationsettlement made without its written consent. The Issuer need not reimburse any expense or indemnify against any loss, loss or liability or expense incurred by the Indenture Trustee or the Collateral Agent through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Until principal, interest and all other amounts payable in respect of the Timber Notes have been paid in full, all amounts payable by the Issuer in respect of its indemnification obligations pursuant to this paragraph shall be payable solely from Excess Funds. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal and release of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Deed of Trust. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller Collateral Agent incurs expenses after the occurrence of an Insolvency Event of Default specified in Section 7.1(12) with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney’s fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture and the Indenture Trustee’s rights, powers and obligations under this Indenture and the related Series Supplement and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture and the related Series Supplement. The Indenture Trustee shall notify the Issuer promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by The Issuer shall defend the claim and the Indenture Trustee to so notify may have separate counsel and the Issuer shall not relieve pay the Issuer reasonable fees and expenses of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationcounsel. 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 own willful misconduct, negligence or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and any Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. On each Payment Date, the Indenture Trustee shall pay itself from amounts available therefore on deposit in the Payment Account for such Payment Date all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) as provided in Section 3.05(d)(vi), Section 5.04(b) and Section 8.02(c) hereof and Appendix A hereto. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Parent shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed between the Trustee and the Issuer. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Parent shall reimburse the Indenture Trustee upon request for all reasonable out‑of‑pocket out-of-pocket expenses properly incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable properly incurred compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Parent shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable properly incurred attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the acceptance and administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer Parent promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Parent shall not relieve the Issuer Parent of its obligations hereunder. In case any The Parent shall defend the claim and the Trustee may have separate counsel and the Parent shall pay the fees and expenses of such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationcounsel. The Issuer Parent 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 wilful misconduct, gross negligence or bad faith. The IssuerParent need not pay for any settlement made by the Trustee without the Parent’s consent, such consent not to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns. To secure the Parent’s payment obligations in this Section, the Trustee shall have a lien prior to the Indenture 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 Notes. The Parent’s payment obligations pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e6.01(7) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event 8) with respect to the SellerParent, 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 pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed between the Issuer and the Indenture Trustee in writing from time to time. The Indenture Trustee’s compensation shall not be limited by any law Law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable 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 may be subject to any limitations separately agreed upon in writing before the date hereof between the Issuer and the Indenture Trustee. The Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents harmless against any and all loss, liability liability, claim, damage or expense (expense, including reasonable attorneys’ and documented legal and consulting fees and fees expenses 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 enforcement Indenture Trustee of any indemnification or other obligation of the Issuer’s obligations) Issuer or the Manager), incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder, including with respect to any Environmental Liabilities, compliance with Environmental Laws and the generation, use, presence or release of Hydrocarbons or Hazardous Materials. The Indenture Trustee shall notify the Issuer and the Manager 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 and the Manager shall not relieve the Issuer or the Manager of its obligations hereunder. In case The Issuer may defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with may have separate counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationany such claim and the Issuer shall pay the fees and expenses of such counsel. 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 own gross negligence or willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge of this Indenture. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.01(e5.1(a)(iv) or (f5.1(a)(v) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 lawLaw.

Compensation and Indemnity. The Issuer Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon 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 Administrator shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses (including extraordinary 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 10.13 of the Sale and Servicing Agreement and Sections 7.07 and 7.08 of this Indenture. The Issuer Administrator shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) 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. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 hereunder or thereunder, including legal fees and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 thereofenforcement by such Person of any indemnification or other obligation of the Issuer or Administrator, other than reasonable costs of investigation. The Issuer need provided, that the Administrator shall 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. The IssuerIndenture Trustee shall notify the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Administrator shall not relieve the Administrator of its obligations hereunder. The Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel and the Administrator shall pay the fees and expenses of such counsel. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon 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 Administrator shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Administrator shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder. The Indenture Trustee shall notify the Issuer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator shall not relieve the Issuer Administrator of its obligations hereunder. In case The Administrator shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer Administrator shall pay the fees and 33 (Nissan 2014-B Indenture) expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need Administrator shall 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. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The IssuerAdministrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon 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 Administrator shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer Administrator shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder. The Indenture Trustee shall notify the Issuer Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator shall not relieve the Issuer Administrator of its obligations hereunder. In case The Administrator shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer Administrator shall pay the fees and 33 (Nissan 2015-A Indenture) expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need Administrator shall 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. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The IssuerAdministrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(ix) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket expenses 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) directly or indirectly incurred by it the Indenture Trustee in connection with the administration and the enforcement of this trust Indenture (including this Section 6.07), the Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers, duties and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunderhereunder 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 Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim, the Indenture Trustee under this Section 6.07 may have separate counsel, and it notifies the Issuer shall pay the reasonable fees and expenses of such counsel. Notwithstanding the commencement thereofforegoing or any other provision of this Indenture, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. 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 and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (fSection 5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(vi) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, 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 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 reimburse the Indenture Trustee upon its request, for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, 700148678 06142559 including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents and hold them harmless against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsdisbursements) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 6.7) against the Issuer and defending themselves against any claim or liability in connection with the exercise or performance of their duties hereunder. The Indenture Trustee shall notify the Issuer with a copy to the Servicer, promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 own willful misconduct, gross negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller5.1(iv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee’s 's Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(ix), Section 3.05(h)(ix) and Section 5.04(b) hereof. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid to the Indenture Trustee on each Payment Date pursuant to Section 3.05(a)(i) of this Indenture, and all amounts owing to the Indenture Trustee hereunder in excess of such amount shall be paid solely as provided in Section 3.05(a)(viii) hereof and Section 5.06 of the Servicing Agreement. 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 the Indenture Trustee for all reasonable out‑of‑pocket out-of- pocket expenses incurred or made by itit hereunder or under any of the other Bond Documents, including costs of collection, in addition to the compensation for its services, subject to the priorities established by Sections 3.05(a)(viii) and 5.04(b) of this Indenture. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Subject to the priorities established in Section 3.05(a)(viii) and Section 5.04(b) of this Indenture, the Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust Estate and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee’s 's Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(v) and Section 5.04(b) hereof. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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 negli- gence or bad faith. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. On each Payment Date the Indenture Trustee shall be entitled to withdraw from the Payment Account, the Indenture Trustee Fee for such Payment Date in accordance with Section 3.07 of the 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunderhereunder and under the other Basic Documents. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or any of its agents, counsel, accountants or experts through the Indenture Trustee’s or such agent’s, counsel’s, accountant’s or expert’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When If the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee upon its request, for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with them to the extent related to or arising out of the administration of this trust Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 6.7) and defending itself against or investigating any claims (whether asserted by the Issuer, any Noteholder or any other Person). The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e5.2(c) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerSection 5.2(d), 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 lawDebtor Relief Law.

Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. On each Payment Date, the Indenture Trustee shall pay itself from amounts on deposit in the Payment Account for such Payment Date and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(xii), Section 3.05(h)(xii) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 cause the payment to be made to the Indenture Trustee from time to time reasonable compensation for its servicesservices to the extent of and in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement and as outlined in the Fee Letter. 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 cause reimbursement to be made to the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its servicesservices out of the Trust to the extent of and in accordance with the priority in Section 5.06(b) of the Sales and Servicing Agreement. Such expenses shall include 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 the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ ' fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under the Sale and Servicing Agreement out of the Trust to the extent of and in accordance with the priority in Section 5.06(b) of the Sales and Servicing Agreement. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies hereunder if no prejudice to the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationshall have resulted from such failure. The Issuer need will 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. The Issuer’s '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 and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay cause the payment to be made to the Indenture Trustee from time to time reasonable compensation for its servicesservices to the extent of and in the priority set forth in Section 8.2(c) and as described in the Indenture Trustee Fee Letter. 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 cause reimbursement to be made to the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, out of the Issuer to the extent of and in accordance with the priority in Section 8.2(c). Such expenses shall include 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 the Indenture Trustee and its officers, directors, employees and agents against any and all loss, claim, suit, damage, judgment, action, liability or expense (including reasonable attorneys’ ' fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder in accordance with the priority in Section 8.2. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies hereunder if no material prejudice to the Issuer of the commencement thereofshall have resulted from such failure and, the Issuer will assume the defense thereofin such event, with counsel reasonably satisfactory only to the Indenture Trustee, and Issuer will not 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 extent of investigationsuch prejudice. The Issuer need shall 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. . (b) 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Unmatured Event of Default specified in Section 5.01(e5.1(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(ix) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 41 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation 's compensa tion shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket expenses 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee from and against any and all losscosts, liability damages, expenses, losses, liabilities or expense other amounts whatsoever (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationscounsel fees) incurred by it the Trustee in connection with the administration of this trust, the enforcement of this trust and all of the performance Trustee's rights, powers and duties under this Indenture and the perfor mance by the Trustee of its duties hereunderthe dutiex xxx obligations of the Trustee under or pursuant to this Indenture. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against . (b) The Issuer shall defend the Indenture claim and the Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee (i) through the Indenture Trustee’s 's own willful wilful misconduct, negligence or bad faith. The Issuer’s payment obligations faith or (ii) to the Indenture extent the Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Seller pursuant to this Section shall survive the discharge of this Indenture Sale Agreement or by the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed Servicer pursuant to Section 6.10. the Servicing Agreement. (c) When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 and the Administrator from time to time reasonable such compensation for its servicestheir services as shall be agreed upon 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 Servicer agrees to pay such compensation to the Indenture Trustee and the 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 the reasonable compensation and expenses, disbursements and advances of incurred or made by the Indenture Trustee’s agentsTrustee in accordance with any provision of this Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), accountants and experts. The Issuer shall to indemnify the Indenture Trustee against for, and hold it harmless against, any and all losslosses, liability liabilities or expense (expenses, including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations) fees, incurred by it in connection with the administration of this trust the Issuer and the Trust Agreement and the performance of its duties hereunderunder this Indenture. The Indenture Trustee shall notify the Issuer and the Servicer promptly in writing of any claim of which a Responsible Officer has received written notice and for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer in writing shall not relieve the Issuer or the Servicer of its obligations hereunderhereunder unless such loss, claim, damage, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, claim, damage, expense or liability which could have been so avoided. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies Neither the Issuer of nor the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or any predecessor Indenture Trustee through the Indenture Trustee’s or such predecessor Indenture Trustee’s own willful misconduct, negligence or bad faith. . (a) The Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section 10.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10discharge of this Indenture. When If the Indenture Trustee incurs expenses after the occurrence of a an Event of Default of the kind specified in clause (c) of Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller7.01, 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 bankruptcy, insolvency or similar lawlaw now or hereafter in effect. (b) Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any of the Issuer’s and the Servicer’s payment obligations pursuant to this Section 10.07 shall be subject to the provisions of Section 13.04.

Compensation and Indemnity. The Issuer shall or shall cause the Trust Depositor to pay to the Indenture Trustee from time to time on each Remittance Date such reasonable compensation for its servicesservices pursuant to a separate agreement between the Indenture Trustee and the Trust Depositor. 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 Trust Depositor to reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Trust Depositor to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Trust Depositor shall not relieve the Issuer or the Trust Depositor of its obligations hereunderhereunder or under the Trust Agreement. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies Neither the Issuer of nor the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer Trust Depositor 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclauses (iv) or (fv) or of the Seller incurs expenses after the occurrence definition of an Insolvency “Event of Default” with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee upon request for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the Indenture claim and the Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need needs 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. To secure the Issuer’s payment obligations in this Section, the Trustee shall have a lien prior to the 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 Notes. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e6.01(7) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event 8) hereof with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Distribution Date reasonable compensation for its servicesservices under this Indenture and the other Transaction Documents pursuant to a separate agreement dated as of the date hereof between the Trustee and the Issuer. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Trust Depositor shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against hereunder or under the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationTrust Agreement. 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 own willful misconduct, negligence or bad faith. The Issuer shall assume (with the consent of the Trustee, such consent not to be unreasonably withheld) the defense of claim for indemnification hereunder and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees. If the consent of the Trustee required in the immediately preceding sentence is unreasonably withheld, the Issuer is relieved of its indemnification obligations hereunder with respect thereto. The obligations of the Issuer set forth in this Section 6.07 are subject in all respects to Section 11.15(b). The Trustee hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the non-payment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The amounts payable to the Trustee pursuant to this Section 6.07 shall not, except as provided by Section 7.05 of the Sale and Servicing Agreement, exceed on any Distribution Date the limitation on the amount thereof described in the Priority of Payments for such Distribution Date and in the definition of Administrative Expenses in the Sale and Servicing Agreement; provided that (i) the Trustee shall not institute any proceeding for payment of any amount payable hereunder except in connection with an action pursuant to Section 5.03 or 5.04 for the enforcement of the lien of this Indenture for the benefit of the Noteholders and (ii) the Trustee may only seek to enforce payment of such amounts in conjunction with the enforcement of the rights of the Noteholders in the manner set forth in Section 5.04. The Trustee shall, subject to the Priority of Payments, receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement, and only to the extent that the payment thereof would not result in an Event of Default and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.08, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder and hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the and resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclauses (vi) or (fvii) or of the Seller incurs expenses after the occurrence definition of an Insolvency “Event of Default” with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee’s 's Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(vi) and Section 5.04(b) hereof. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, 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 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 Master Servicer in accordance with Section 6.06 of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (D) or (fE) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(b)(ix) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunderhereunder and under any other Basic Document. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect 41 to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder in excess of such amount shall be paid solely as provided in a separate agreement between the Indenture Trustee and the Master Servicer. Indenture Trustee to itself from amounts on deposit in the Payment Account. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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) Issuer shall will pay the Indenture Trustee from time to time reasonable as compensation for its servicesIndenture Trustee’s services under this Indenture such fees as have been separately agreed upon on the date of this Indenture between Issuer and Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Issuer shall will reimburse the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by itIndenture Trustee, including costs of collection, in addition to the compensation for its services. Such expenses shall include and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the , but excluding any expenses in- curred by Indenture Trustee through Indenture Trustee’s own willful misconduct, negligence or bad faith. (b) Issuer will indemnify, defend and hold harmless Indenture Trustee, and its officers, directors, employees and agents (each, an “Indemnified Party”), from and against any and all losscosts, liability or expense (including reasonable attorneys’ fees expenses, losses, damages, claims and fees and expenses incurred in the enforcement of the Issuer’s obligations) liabilities incurred by it in connection with the acceptance or administration of Issuer under this trust Indenture, the administration of and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 Indenture, including the costs and it notifies the Issuer expenses of the commencement thereofdefending itself against any loss, the Issuer will assume the defense thereofdamage, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not be liable to the Indenture Trustee under this Section for any legal claim or other expenses subsequently liability incurred by the Indenture Trustee it in connection with the defense thereofexercise or performance of any of its powers or duties under this Indenture, other than reasonable costs of investigation. The Issuer need not reimburse but excluding any expense or indemnify against any cost, expense, loss, damage, claim or liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s procedures set forth in Section 10.4 will govern indemnification pursuant to this Section 6.6(b). (c) The payment obligations of Issuer to the Indenture Trustee pursuant to this Section shall 6.6 will survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge ofthis Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in this Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event 6.6 with respect to the SellerIssuer, 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 Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation 's compensa tion shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket expenses 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee from and against any and all losscosts, liability damages, expenses, losses, liabilities or expense other amounts whatsoever (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationscounsel fees) incurred by it the Trustee in connection with the administration of this trust, the enforcement of this trust and all of the performance Trustee's rights, powers and duties under this Indenture and the perfor mance by the Trustee of its duties hereunderthe dutxxx xnd obligations of the Trustee under or pursuant to this Indenture. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against . (b) The Issuer shall defend the Indenture claim and the Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee (i) through the Indenture Trustee’s 's own willful wilful misconduct, negligence or bad faith. The Issuer’s payment obligations faith or (ii) to the Indenture extent the Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Seller pursuant to this Section shall survive the discharge of this Indenture Sale Agreement or by the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed Servicer pursuant to Section 6.10. the Servicing Agreement. (c) When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee’s 's Fee shall be deposited by the Master Servicer into the Payment Account pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) shall be paid solely as provided in Section 3.05(d)(xii), Section 3.05(h)(xii) and Section 5.04(b) hereof. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Indenture Trustee shall pay be paid the Indenture Trustee from time to time Fee on each Payment Date as reasonable compensation for its services. The Indenture Trustee shall withdraw such amount from the Note Account on each Payment Date. The Indenture Trustee shall be indemnified by the Seller in accordance with Section __ 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 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Distribution Date such reasonable compensation for its servicesservices under this Indenture and the other Transaction Documents pursuant to a separate agreement dated as of the date hereof between the Trustee and the Issuer. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all tax, penalty, loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Trust Depositor shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against hereunder or under the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationTrust Agreement. 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 own willful misconduct, negligence or bad faith. The Issuer shall assume (with the consent of the Trustee, such consent not to be unreasonably withheld) the defense and any settlement of claim for indemnification hereunder and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees. If the consent of the Trustee required in the immediately preceding sentence is unreasonably withheld, the Issuer is relieved of its indemnification obligations hereunder with respect thereto. The obligations of the Issuer set forth in this Section 6.07 are subject in all respects to Section 11.15(b). The Trustee hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the non-payment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The amounts payable to the Trustee pursuant to this Section 6.07 shall not, except as provided by Section 7.05 of the Sale and Servicing Agreement, exceed on any Distribution Date the limitation on the amount thereof described in the Priority of Payments for such Distribution Date; provided that (a) the Trustee shall not institute any proceeding for payment of any amount payable hereunder except in connection with an action pursuant to Sections 5.03 or 5.04 for the enforcement of the lien of this Indenture for the benefit of the Secured Parties and (b) the Trustee may only seek to enforce payment of such amounts in conjunction with the enforcement of the rights of the Secured Parties in the manner set forth in Section 5.04. The Trustee shall, subject to the Priority of Payments, receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement, and only to the extent that the payment thereof would not result in an Event of Default and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.08, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder and hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the and resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclauses (g) or (fh) or of the Seller incurs expenses after the occurrence definition of an Insolvency “Event of Default” with respect to the SellerIssuer, 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 pay cause the payment to be made to the Indenture Trustee from time to time reasonable compensation for its servicesservices to the extent of and in the priority set forth in Section 8.2(c) and as described in the Indenture Trustee Fee Letter. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse cause reimbursement to be made to the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, out of the Issuer to the extent of and in accordance with the priority in Section 8.2(c). Such expenses shall include 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 the Indenture Trustee and its officers, directors, employees and agents against any and all loss, claim, suit, damage, judgment, action, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder in accordance with the priority in Section 8.2. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies hereunder if no material prejudice to the Issuer of the commencement thereofshall have resulted from such failure and, the Issuer will assume the defense thereofin such event, with counsel reasonably satisfactory only to the Indenture Trustee, and Issuer will not 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 extent of investigationsuch prejudice. The Issuer need shall 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. . (b) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Unmatured Event of Default specified in Section 5.01(e5.1(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 Master Servicer in accordance with Section 6.06 of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket outofpocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (iv) or (fv) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ attorney's fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration and the enforcement of this trust Indenture, the Series Supplement and the Basic Documents and the Indenture Trustee's rights, powers and obligations under this Indenture, the Series Supplement and the Basic Documents and the performance of its duties hereunderhereunder and obligations under or pursuant to this Indenture, the Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(v) or (fvi) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Note Issuer shall 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 Note Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Note Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ attorney's fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Note Issuer promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Note Issuer shall not relieve the Note Issuer of its obligations hereunder. In case any such action is brought against The Note Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Note Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Note 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 or bad faith. 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 Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(vi) or (fvii) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerNote 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ attorney's fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder and under any Series Supplement and under any other Basic Document. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 and it notifies the Issuer may have separate counsel if there is a conflict of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not be liable to the Indenture Trustee under this Section for any legal or other expenses subsequently incurred interest as determined by the Indenture Trustee in connection with and the defense thereof, other than Issuer shall pay the reasonable costs fees and expenses of investigationsuch counsel. 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 or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e); except as provided below. Any fees and expenses reasonably incurred by the Indenture Trustee (including reasonable attorney's fees and expenses) in excess of the amounts covered as set forth in Section 8.02(e) shall be paid from the Indenture Trustee Reserve Account in accordance with the terms of the Account Agreement. The 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 and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(vi) or (fvii) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 Master Servicer in accordance with Section 5.06 of the Servicing 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay cause the payment to be made to the Indenture Trustee from time to time reasonable compensation for its servicesservices to the extent of and in the priority set forth in Section 8.2(c) and as described in the Indenture Trustee Fee Letter. 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 cause reimbursement to be made to the Indenture Trustee for all reasonable out‑of‑pocket out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, out of the Issuer to the extent of and in accordance with the priority in Section 8.2(c). Such expenses shall include 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 the Indenture Trustee and its officers, directors, employees and agents against any and all loss, claim, suit, damage, judgment, action, liability or expense (including reasonable attorneys’ ' fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder in accordance with the priority in Section 8.2. The Indenture Trustee shall notify the 33 Indenture 2007-1 Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies hereunder if no material prejudice to the Issuer of the commencement thereofshall have resulted from such failure and, the Issuer will assume the defense thereofin such event, with counsel reasonably satisfactory only to the Indenture Trustee, and Issuer will not 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 extent of investigationsuch prejudice. The Issuer need shall 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. . (b) 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Unmatured Event of Default specified in Section 5.01(e5.1(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(iv), (v) or (fvii) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, to investment earnings with respect to the Trust Accounts as provided in the Transfer and Servicing Agreement (which amounts shall constitute the Indenture Trustee's fees 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 reimburse the Indenture Trustee and any co-trustee shall be reimbursed by the Issuer, as provided in Section 5.03 of the Transfer and Servicing Agreement, for all reasonable out‑of‑pocket 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 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee Trustee, any co-trustee and their respective employees, directors and agents, as provided in Section 5.03 of the Transfer and Servicing Agreement, against any and all claim, loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Operative Agreement, including, without limitation, the execution and filing of any information returns and being the mortgagee of record with respect to the Assistance Loans. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the 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 Administrator shall not relieve the Issuer or the Administrator of its their respective obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 and it notifies any co-trustee may have separate counsel and the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer need 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. The Issuer’s payment obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(iv) or (fv) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(b)(xv) and 3.05(c)(xi) and Section 5.04(b) hereof. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket expenses 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against any and all cost, damage, loss, liability liability, tax or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) directly or indirectly incurred by it the Indenture Trustee in connection with the administration and the enforcement of this trust Indenture (including this Section 6.07), the Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers, duties and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunderhereunder 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 Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim, the Indenture Trustee under this Section 6.07 may have separate counsel, and it notifies the Issuer shall pay the reasonable fees and expenses of such counsel. Notwithstanding the commencement thereofforegoing or any other provision of this Indenture, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. 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 own willful misconduct, negligence or bad faith. 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 the Series Supplement or the earlier resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (fSection 5.01(f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Note Issuer shall 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 Note Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Note Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ attorney's fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Note Issuer promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Note Issuer shall not relieve the Note Issuer of its obligations hereunder. In case any such action is brought against The Note Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Note Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Note 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 wilful misconduct, negligence or bad faith. 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 Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(vi) or (fvii) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerNote 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 to the Indenture Trustee from time to time reasonable such compensation for its servicesservices 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 reimburse the Indenture Trustee upon request for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it or in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee indemnity promptly upon obtaining actual 55 knowledge thereof, provided, however, that any failure so to so notify the Issuer shall not relieve the Issuer of its indemnity obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigation. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee an indemnified party through the Indenture Trustee’s such party's own willful misconduct, gross negligence or bad faith. To secure the Issuer's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to make any payment on particular Securities. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e6.01(5) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller6), 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 Indenture Trustee shall pay be compensated and indemnified by the Servicer in accordance with Section 6.06 of the Servicing Agreement. All amounts owing the Indenture Trustee from time hereunder in excess of such amount, as well as any amount owed to time reasonable compensation for its servicesthe Indenture Trustee in accordance with Section 6.06 of the Servicing Agreement, to the extent the Servicer has failed to pay such amount, shall be paid solely as provided in Section 3.05 hereof (subject to the 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 reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and compensation, expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclause (c) or (fd) or of the Seller incurs expenses after the occurrence of an Insolvency Event definition thereof with respect to the SellerIssuer, 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 bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. On each Payment Date, the Indenture Trustee shall pay itself from amounts available therefore on deposit in the Payment Account for such Payment Date all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) as provided in Section 3.05(d)(vi), Section 5.04(b) and Section 8.02(c) hereof and Appendix A hereto. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 Indenture Trustee shall pay receive the Indenture Trustee from time to time reasonable Trustee's Fee in accordance with Section 8.02(c) hereof on each Payment Date as compensation for its services. On each Payment Date, the Indenture Trustee shall pay itself from amounts available therefore on deposit in the Payment Account for such Payment Date all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) and such amounts shall be paid solely as provided and in the priority described in Section 3.05(d)(vii), Section 3.05(g)(vii), Section 5.04(b) and Section 8.02(c) hereof and Appendix A hereto. 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or the resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Payment Date 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligations' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. In case The Issuer shall defend any such action is brought against claim, and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. The Issuer 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. 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 resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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 to the Indenture Trustee from time to time on each Distribution Date such reasonable compensation for its servicesservices under this Indenture and the other Transaction Documents pursuant to a separate agreement dated as of the date hereof between the Indenture Trustee and the Issuer. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsfees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Trust Depositor shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against hereunder or under the Indenture Trustee under this Section 6.07 and it notifies the Issuer of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationTrust Agreement. 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 own willful misconduct, negligence or bad faith. The Issuer shall assume (with the consent of the Indenture Trustee, such consent not to be unreasonably withheld) the defense and any settlement of claim for indemnification hereunder and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees. If the consent of the Indenture Trustee required in the immediately preceding sentence is unreasonably withheld, the Issuer is relieved of its indemnification obligations hereunder with respect thereto. The obligations of the Issuer set forth in this Section 6.07 are subject in all respects to Section 11.15(b). The Indenture Trustee hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the non-payment to the Indenture Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The amounts payable to the Indenture Trustee pursuant to this Section 6.07 shall not, except as provided by Section 7.05 of the Sale and Servicing Agreement, exceed on any Distribution Date the limitation on the amount thereof described in the Priority of Payments for such Distribution Date; provided, that (i) the Indenture Trustee shall not institute any proceeding for payment of any amount payable hereunder except in connection with an action pursuant to Section 5.03 or 5.04 for the enforcement of the lien of this Indenture for the benefit of the Noteholders and (ii) the Indenture Trustee may only seek to enforce payment of such amounts in conjunction with the enforcement of the rights of the Noteholders in the manner set forth in Section 5.04. The Indenture Trustee shall, subject to the Priority of Payments, receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement, and only to the extent that the payment thereof would not result in an Event of Default and the failure to pay such amounts to the Indenture Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.08, the Indenture Trustee shall continue to serve as Indenture Trustee under this Indenture notwithstanding the fact that the Indenture Trustee shall not have received amounts due it hereunder and hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Indenture Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture or the and resignation or removal of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.01(eclauses (vi) or (fvii) or of the Seller incurs expenses after the occurrence definition of an Insolvency “Event of Default” with respect to the SellerIssuer, 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 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 the Indenture Trustee for all reasonable out‑of‑pocket 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 the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ attorney's fees and fees and expenses incurred in the enforcement of the Issuer’s obligationsexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer promptly 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 shall not relieve the Issuer of its obligations hereunder. In case any such action is brought against The Issuer shall defend the claim and the Indenture Trustee under this Section 6.07 may have separate counsel and it notifies the Issuer shall pay the reasonable fees and expenses of the commencement thereof, the Issuer will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee, and Issuer will not 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 investigationsuch counsel. 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 or bad faith. The Issuer’s rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The 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 and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e5.01(vi) or (fvii) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the SellerIssuer, 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.